SÃO PAULO, Jan. 3, 2019
/PRNewswire/ -- Cosan Limited (NYSE: CZZ) announced today the
final 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 final count by Computershare Trust Company, N.A.,
the Depositary for the tender offer (the "Depositary"), a total of
30,871,499 Class A common shares of Cosan were properly tendered
and not properly withdrawn at the final cash purchase price of
U.S.$8.88 per share.
Because the tender offer was oversubscribed, the Company
purchased only a prorated portion of the shares properly tendered
by each tendering shareholder (other than "odd lot" holders whose
shares were purchased on a priority basis) at the final per share
cash purchase price of U.S.$8.88.
Based on the final tender count, and taking into consideration the
effect of odd lot priority and conditional tenders on the proration
factor, the final proration factor for the tender offer was 49.74%
of the shares properly tendered at the cash purchase price of
U.S.$8.88 per share.
Accordingly, Cosan acquired 14,228,134 shares at a purchase
price of U.S.$8.88 per share, for a
total cost of approximately U.S.$126.3
million, excluding fees and other expenses related to the
tender offer. These shares represent 9.6% of the issued and
outstanding Class A common shares of Cosan as of December 31, 2018. The shares accepted for
purchase 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.
The Depositary will promptly pay for the shares accepted for
purchase.
After giving effect to the purchase of the Class A common
shares, Cosan will have 134,115,534 outstanding Class A common
shares.
Cosan funded the share purchases in the tender offer from its
cash and investments.
Cosan's tender offer was made pursuant to an Offer to Purchase
and Letter of Transmittal, each dated November 30, 2018 and as amended on December 13, 2018 and December 31, 2018.
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 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
