SÃO PAULO, Aug. 28, 2019
/PRNewswire/ -- Cosan Limited (NYSE: CZZ) announced today that it
has commenced a tender offer to purchase up to U.S.$357,500,000 of its Class A common shares, or the
shares, at (i) prices specified by the tendering shareholders of
not greater than U.S.$14.10 nor less
than U.S.$12.00 per share or (ii) at
the purchase price determined in accordance with the tender offer.
The NYSE closing price of the shares on August 27, 2019, the last full trading day before
the commencement of the tender offer, was U.S.$12.82 per share.
When the tender offer expires, Cosan will determine the lowest
price per share within the range of prices specified above that
will enable it to purchase the maximum number of shares having an
aggregate purchase price not exceeding U.S.$357,500,000. All shares purchased in the tender
offer will be purchased at the same price. All shares tendered at
prices higher than the purchase price will be promptly returned to
shareholders. If the tender offer is fully subscribed, Cosan would
repurchase between 18.7% and 22.0% of its issued and outstanding
shares as of August 28, 2019,
depending on the purchase price payable in the tender offer.
The tender offer will expire at 11:59
p.m., New York City time,
on September 25, 2019, unless
extended by Cosan. Tenders of shares must be made on or prior to
the expiration of the tender offer and may be withdrawn at any time
on or prior to the expiration of the tender offer. The tender offer
is subject to a number of terms and conditions described in the
Offer to Purchase that is being distributed to shareholders.
Shareholders will receive the purchase price in cash, subject to
applicable withholding and without interest, for shares tendered at
prices equal to or less than the purchase price, subject to the
conditions of the tender offer, including the provisions relating
to proration, "odd lot" priority and conditional tenders in the
event that the aggregate cost to purchase all of the shares validly
tendered and not validly withdrawn at or below the purchase price
exceeds U.S.$357,500,000. Those
provisions will be described in the Offer to Purchase, the related
Letter of Transmittal and other materials relating to the tender
offer that will be distributed to shareholders upon commencement of
the offer. The tender offer will not be conditioned upon any
minimum number of shares being tendered. The tender offer will,
however, be subject to certain conditions described in the tender
offer documents. The tender offer documents will also contain
tendering instructions and a complete explanation of the tender
offer's terms and conditions.
Cosan will use a portion of its cash and investments to fund the
tender offer.
The Information Agent for the tender offer is Georgeson LLC. The
Depositary is Computershare Trust Company, N.A. The Offer to
Purchase, Letter of Transmittal and related documents are being
mailed to shareholders of record and also will be made available
for distribution to beneficial owners of Class A Common Shares. For
questions and information, please call the Information Agent toll
free at (866) 257-5415.
None of Cosan, its Board of Directors, the Information Agent or
the Depositary is making any recommendations to shareholders as to
whether to tender or refrain from tendering their shares into the
tender offer. Shareholders must make their own decisions as to how
many shares they will tender, if any. In so doing, shareholders
should read and evaluate carefully the information in the Offer to
Purchase and in the related Letter of Transmittal.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER
TO SELL SHARES OF COSAN LIMITED CLASS A COMMON SHARES. THE TENDER
OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS THAT COSAN WILL SHORTLY BE
DISTRIBUTING TO ITS SHAREHOLDERS AND FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS
AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT
ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
OTHER DOCUMENTS THAT COSAN WILL SHORTLY BE FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT
WWW.SEC.GOV OR BY CALLING GEORGESON LLC, THE INFORMATION AGENT FOR
THE TENDER OFFER, TOLL-FREE AT (866) 257-5415. SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER.
About Cosan
Cosan Limited (NYSE: CZZ) is an energy and infrastructure
conglomerate and, when considered together with our joint venture
entities formed with Shell Brazil Holdings B.V. (i.e., Raízen
Combustíveis S.A. and Raízen Energia S.A., collectively known as
"Raízen"), a Brazilian market reference in fuel distribution, sugar
and ethanol production, natural gas distribution and railway-based
logistics.
All statements contained in this press release, other than
statements of historical fact, are forward-looking statements
including those regarding the expected timing of the tender offer
described in this press release. These statements speak only as of
the date of this press release and are based on our current plans
and expectations and involve risks and uncertainties that could
cause actual future events or results to be different from those
described in or implied by such forward-looking statements,
including risks and uncertainties regarding: changes in financial
markets; changes in economic, political or regulatory conditions or
other trends affecting the ethanol, sugar and logistics industries;
and changes in facts and circumstances and other uncertainties
concerning the completion of the tender offer. Further information
about these matters can be found in our Securities and Exchange
Commission filings. Except as required by applicable law or
regulation, we do not undertake any obligation to update our
forward-looking statements to reflect future events or
circumstances.
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SOURCE Cosan Limited
