Cosan S.a. · BMFBOVESPA:CSAN3
Cosan — Merger or Acquisition (July 2020)
9 slides from Cosan's merger presentation, Jul 7, 2020
Slide 1: Corporate Reorganization Proposal
Corporate Reorganization Proposal July, 2020
Slide 2: Disclaimer
Disclaimer 2 No Offer or Solicitation This presentation is for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such
Slide 3: Proven Capital Allocation Track-Record
3 Proven Capital Allocation Track - Record Additional value to be unlocked with simplified Corporate Structure 2008 2009 2011 2012 2015 2017 2018 2016 Esso Acquisition Raízen JV Rumo & ALL Merger Rumo Liability Mgmt 2019 NovAmerica Acquisition Sale of Cosan Alimentos Shell Argentina Acquisition CZZ
Slide 4: Proposed Transaction Highlights
Proposed Transaction Highlights 4 Simplification of corporate structure, unifying three holdings into a single one with higher liquidity, single class of shares and listed under the Novo Mercado segment in B3 and in NYSE (ADR) Proposed Transaction Merits of the Transaction ▪ Proposed Transaction : C
Slide 5: Proposed Transaction Principles
5 Proposed Transaction Principles Independent Committees will have the necessary budget to carry the required steps and assessments to negotiate the exchange ratios Independent Committees will negotiate the terms and the exchange ratios, considering three guidelines: ( i ) no holding discounts – nei
Slide 6: Indicative Transaction Timetable
6 Indicative Transaction Timetable Note: EGM stands for Extraordinary General Meeting The indicative timetable for the closing of this process is estimated in up to 250 days (9 months) from the disclosure of the transaction from CZZ, RLOG and CSAN D+0 (Beginning) Material Facts Up to D + 180 Up to D
Slide 7: Proposed Transaction Structure
Proposed Transaction Structure 7 Simplified Current Shareholding Structure ▪ First step: merger of CZZ into CSAN ▪ CSAN will issue to the CZZ shareholders American Depositary Shares (“ADRs”) Step 1: Merger of CZZ into CSAN Free Float CZZ Controlling Group limited ▪ Corporate structure composed of 3
Slide 8: Resulting Corporate Structure
Free Float RLOG3 Resulting Corporate Structure 8 Controlling Group 50% 50% 99% 70% 30.1% Julia Arduini Free Float RAIL3 3.8% 66.1% 50% Free Float CSAN3 Free Float CZZ
Slide 9: Q&A
Q&A