CMA CGM Group has announced the closing of its acquisition of approximately 47.9 per cent of Santos Brasil Participações S/A (Santos Brasil) from funds managed by Opportunity, following regulatory approvals from relevant Brazilian authorities.
The transaction was completed at a price per share of BRL 13.60 ($2.39). As a result, CMA CGM Group now holds a 51 per cent stake in Santos Brasil, making it the company’s controlling shareholder.
As announced on 23 September 2024, and as a result of the transaction’s closing, CMA CGM, through CMA Terminals Atlantic SA, will launch a mandatory tender offer to acquire all outstanding shares of Santos Brasil for the same price and conditions paid to Opportunity, duly adjusted by the SELIC rate until the financial settlement of the Tender Offer.
CMA CGM Group also intends to convert the company’s registration with the CVM to category “B” and, consequently, exit Santos Brasil from Novo Mercado segment B3.
If a specific pricing condition is met, CMA Terminals Atlantic SA will only file the effective request to convert Santos Brasil’s registration and exit from the Novo Mercado segment of B3.
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This condition requires that the minimum price established in the independent appraisal report—prepared under applicable regulations—be less than or equal to the transaction price per share executed with Opportunity, duly adjusted by the SELIC rate until the financial settlement of the Tender Offer.
CMA Terminal Atlantic SA reserves the right to waive this condition at its sole discretion up until the Tender offer filing with the CVM. Santos Brasil’s Extraordinary General Shareholders Meeting to appoint the appraiser will be held on 29 April.
