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MATERIAL FACT
Merger of Omtek (CVM Completion)

São Paulo, May 12, 2011 - São Martinho S.A. (Bovespa: SMTO3; Reuters: SMTO3 SA and Bloomberg: SMTO3 BZ) (“Company” or “São Martinho”), pursuant to CVM Instruction 319/99, announces to shareholders and the market that:

1. In accordance with the Material Fact disclosed on April 26, 2011, the Company‘s Board of Directors approved, on April 25, 2011, the merger of Omtek - Indústria e Comércio Ltda. (“Omtek”), ad referendum the Extraordinary Shareholders’ Meeting ("ESM") of São Martinho S.A. and the Meeting of Partners of Omtek to be held on May 30, 2011.

2. In view of the fact that the Valuation Report for the transaction involving the merger of Omtek prepared by PricewaterhouseCoopers Auditores Independentes was based on the company‘s interim balance sheet dated April 30, 2011, and therefore after the publication of the Material Fact on April 26, 2011, the Company, through this Material Fact, provides shareholders and the market with additional information on the merger transaction, as follows.

3. As explained previously, the transaction will not result in any changes in the company´s corporate purpose and will involve the merger of all assets of Omtek by São Martinho S.A. (its only partner), which will perform the activities currently developed by Omtek: production, distribution, export and import, on its own behalf or for third parties, of chemical and organic products, as well as the production of additives, ingredients and supplements for animal consumption.

4. The transaction, once approved by shareholders, will result in the following benefits: (a) higher operational efficiency (the centralization and consolidation of Omtek‘s activities by São Martinho S.A.); (b) stronger financial performance of São Martinho S.A., with higher levels of competitiveness and productivity.

5. The merger will be based on the book value of the net assets merged from Omtek on April 30, 2011, of twenty-four million, one hundred sixty-six thousand, four hundred eighty-four reais and forty-three centavos (R$24,166,484.43), in accordance with the valuation conducted by PricewaterhouseCoopers Auditores Independentes. Omtek will be dissolved and its shares held by São Martinho S.A. will be cancelled. All assets, rights, obligations and liabilities of Omtek will automatically be transferred to the net assets of São Martinho S.A., as its universal successor, independent of any other formalities other than those provided for by law.

6. The merger will not result in a capital increase at São Martinho S.A., since the interests in Omtek are already recorded on its shareholder´s equity in the balance sheet.

7. In view of the characteristics of the transaction, there will be no withdrawal rights for Omtek‘s partners (Article 136, Item IV and Article 137 of Brazilian Corporation Law) or share exchange ratio (Article 264 of said law).

The documents related to the transaction will be available for analysis by the Company’s shareholders as of May 12, 2011, at Rua Geraldo Flausino Gomes n° 61- cj. 132 - Brooklin Novo, CEP 4575-060, in the city and state of São Paulo, during business hours (Monday through Friday from 8:00 a.m. to 6:00 p.m.), upon proof of status as shareholder by presenting a statement containing the shareholder‘s position issued within the previous two (2) days. More information is available by calling the Company’s Investor Relations Department at +55 (11) 2105-4140.

The documents provided for CVM Instruction 481/2009 and the information required by CVM Instruction 319/1999 were submitted to the Comissão de Valores Mobiliários (CVM) through the Sistema de Informações Periódicas (IPE), and are available to the Company´s shareholders at the head office of the Company, on the Company‘s investor relations website (www.saomartinho.ind.br/ri) and on the websites of the CVM (www.cvm.gov.br) and the BM&FBovespa S.A. - Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br).

Cordially,

João Carvalho do Val
Chief Financial and Investor Relations Officer

Felipe Vicchiato
Investor Relations Manager

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