SÃO PAULO, Dec. 31, 2018
/PRNewswire/ -- Cosan Limited (NYSE: CZZ) announced today the
preliminary results of its tender offer to purchase up to
U.S.$100,000,000 of its Class A
common shares, or the shares, at (i) prices specified by the
tendering shareholders of not greater than U.S.$9.30 nor less than U.S.$8.88 per share or (ii) at the purchase price
determined in accordance with the tender offer. The tender offer
expired at 11:59 p.m., New York City time, on December 28, 2018.
Based on the preliminary count by Computershare Trust Company,
N.A., the Depositary for the tender offer (the "Depositary"), a
total of 30,893,575 Class A common shares of Cosan were properly
tendered and not properly withdrawn at a price of U.S.$8.88 per share, the minimum cash purchase price
in the price range specified in the tender offer, including
5,834,718 shares that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the tender offer,
and in view of the preliminary results, Cosan expects to accept for
payment an aggregate of 14,228,134 shares at a purchase price of
U.S.$8.88 per share. The shares
expected to be repurchased represent 9.6% of Cosan's issued and
outstanding Class A common shares as of December 28, 2018. The shares expected to
be purchased include 2,966,873 additional shares that Cosan has
elected to purchase pursuant to its right to purchase up to an
additional 2% of its outstanding Class A common shares.
Because the tender offer is oversubscribed, Cosan expects to
purchase only a prorated portion of the shares properly tendered by
each tendering shareholder (other than "odd lot" holders whose
shares will be purchased on a priority basis) at the final per
share purchase price. Based on the preliminary count, and
accounting for the effect of odd lot priority on the proration
factor, the Depositary has informed Cosan that the preliminary
proration factor for the tender offer is expected to be
approximately 49.70% of the Class A common shares at the price of
U.S.$8.88 and not validly withdrawn
based on the total number of shares reported to be tendered at
U.S.$8.88 and not withdrawn prior to
the expiration of the tender offer and accounting for "odd lot"
priority and the conditional tender provisions of the tender offer.
This preliminary proration factor is subject to change based on,
among other things, the number of tendered shares which satisfy the
guaranteed delivery procedures.
The number of shares to be purchased and the purchase price per
share are preliminary and subject to change. The determination of
the final number of shares to be purchased and the final purchase
price per share is subject to confirmation by the Depositary of the
proper delivery of all shares validly tendered and not withdrawn,
including shares to be delivered in accordance with notices of
guaranteed delivery within the settlement period. The actual number
of shares validly tendered and not withdrawn and the final purchase
price per share will be announced following the completion of the
confirmation process and the expiration of the guaranteed delivery
period. Payment for the shares accepted for purchase will occur
promptly thereafter. Payment for shares will be made in cash,
without interest.
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