On March 15, 2018, Fibria’s controlling shareholders — Votorantim S.A. and BNDESPar (BNDES Participações S.A.) – entered into an agreement between Suzano Holding S.A. and with the other controlling shareholders of Suzano Papel e Celulose S.A. to merge Fibria and Suzano by means of a corporate restructuring.
This event represents the strengthening of the pulp industry and the forest-based sector in Brazil.
Until the operation is consolidated — which depends on approval from the regulatory agencies – Fibria and Suzano will not undergo any change in the conduct of their activities and will continue to operate independently.
To learn more about the agreement, read the Material Fact below.
FIBRIA CELULOSE S.A. a publicly held company
CNPJ/MF Nº. 60.643.228/0001-21
NIRE 35.300.022.807 | Código CVM n. 12793
Fibria S.A. (“Fibria” or “Company”) (B3: FIBR3 | NYSE: FBR) discloses, in compliance with the provisions of paragraph 4 of article 157 of Law No. 6,404/76, as amended (“Lei das S.A.” [Corporations Act]) and of CVM Instruction No. 358, of January 3, 2002, to its shareholders, to the market in general and to other stakeholders that it received from its controlling shareholders Votorantim S.A. and BNDES Participações S.A. – BNDESPAR (jointly, “Fibria’s Controlling Shareholders”), the following statement:
“On March 15, 2018, Fibria’s Controlling Shareholders, Suzano Holding S.A. and the other controlling shareholders of Suzano Papel e Celulose S.A. (jointly, “Suzano’s Controlling Shareholders”), with the consent of Suzano Papel e Celulose S.A. (“Suzano” and, jointly with Fibria, “Companies”), signed a Voting Commitment and Assumption of Obligations, by which Suzano’s Controlling Shareholders and Fibria’s Controlling Shareholders agreed to exercise their votes to merge the operations and shareholding bases of Suzano and the Company (“Commitment”), by means of a corporate restructuring (“Operation”).
The terms and conditions of Operation, briefly described below, will be included in the Record and Justification of Merger of Shares and of Company (“Record”), to be submitted together with the appraisal reports and other relevant documents to the Boards of Directors of the Companies and signed by their administrations, as well as, opportunely, to voting by the Extraordinary General Meetings of both Companies.
I. CORPORATE RESTRUCTURING AND FINANCIAL BASIS OF THE OPERATION
Pursuant to Commitment, a corporate restructuring of the Companies shall be submitted to the shareholders, resulting in: (a) the ownership, by Suzano, of all shares issued by Fibria; and (b) in the receipt by Fibria’s shareholders, for each of the common shares issued by Fibria, of (i) BRL 52.50 (fifty-two reais and fifty cents), adjusted according to the variation of CDI from March 16, 2018 to the date of effective payment, to be made in a single payment on the date of consolidation of Operation (“Cash Portion”), and (ii) 0.4611 (zero point four, six, one, one) common share issued by Suzano, adjusted as mentioned below (“Exchange Ratio”), to be delivered also on the date of consolidation of Operation.
In addition to the adjustment according to the variation of CDI, as indicated above, the Cash Portion will be adjusted based on dividends, interest on shareholders’ equity and other proceeds reported by the Companies, as of the present date, except for Suzano’s and Fibria’s mandatory minimum dividends already disclosed to the market. The Exchange Ratio will be proportionally adjusted for eventual splits, reverse splits and bonuses of the shares issued by Suzano and Fibria.
Holders of American Depositary Receipts (“ADRs”) backed by shares issued by Fibria will be entitled to receive ADRs from Suzano, subject to the same Exchange Ratio. To this end, Suzano will take measures to obtain (i) the registration of Operation (or its exemption, as applicable) at the Securities and Exchange Commission in the United States, and (ii) the listing of Suzano’s ADRs in the same listing segment at the New York Stock Exchange in which Fibria’s ADRs are currently listed.
Once Operation is consolidated, the shares and the ADRs issued by Fibria will no longer be traded at B3 S.A. – Brasil, Bolsa, Balcão, or at the NYSE, respectively. Under the terms of Commitment, in the event that any restrictions imposed by competition authorities in Brazil and/or abroad become excessively onerous, Suzano shall be entitled not to proceed with Operation, upon payment by Suzano to Fibria of a fine in the amount of BRL 750,000,000.00 (seven hundred and fifty million reais). The fine may be assessed to certain other non-completion conditions of Operation, as expressly provided for in Commitment.
II. CONDITIONS PRECEDENT OF OPERATION
The consolidation of Operation is subject to the fulfillment of usual conditions precedent for this type of operation, including approval from certain competition authorities in Brazil and abroad.
III. EXCLUSIVITY AND PROHIBITION ON TRANSFER OF SHARES
Pursuant to the terms of Commitment, Fibria’s Controlling Shareholders may not trade or otherwise enter into agreements with any third party for the purpose of conducting any business equal or similar to Operation or that could affect or prevent the implementation of Operation. Additionally, during the term of Commitment, Suzano’s Controlling Shareholders and Fibria’s Controlling Shareholders agreed not to sell or otherwise dispose of their shares issued by Suzano or Fibria, as the case may be.
IV. FIBRIA ACCESSION
Within 15 days as of this date, Fibria’s Board of Directors shall decide on the accession to Commitment and on its consent to the terms of Operation.
V. ACCESS TO INFORMATION AND DOCUMENTS
Commitment and its attachments will be available to Company’s shareholders, as of this date, at its headquarters, at the Company’s Investor Relations website (www.fibria.com.br/ir), and at the websites of Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission) (www.cvm.gov.br) and of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br).
Additional disclosures of information to the market will be made in a timely manner under current legislation, including those required by CVM Instruction No. 565, of June 15, 2015. Finally, the Company informs that Operation will entitle Fibria’s dissident shareholders to withdraw. Details on the exercise of the right of withdrawal, including the redemption amount, will be communicated to the market in due time.
Until the date of consolidation of Operation, Companies will not undergo any changes in the conduction of their businesses, and will continue to operate independently.
São Paulo, March 16, 2018.
FIBRIA CELULOSE S.A.
Guilherme Perboyre Cavalcanti
Director of Finance and Investor Relations