Press Release – Açúcar Guarani S.A. (26th January, 2009)
Açúcar Guarani board to meet to consider Tereos’s proposal for a capital increase Press Release – (26th January, 2009). Açúcar Guarani S.A. (BOVESPA: ACGU3), one of the leading companies in the sugarcane industry in Brazil, announces that a meeting of the Board of Directors of the Company was called to decide on the proposal made by the controlling shareholder, the French cooperative group Tereos, to launch a share capital increase through a private subscription. The proposed capital increase would amount to a minimum of R$ 193 million (the equivalent in Reais to €63 million, as of 23rd January, 2009), entirely guaranteed by the controlling shareholder. The maximum capital increase proposed of R$ 309 million (the equivalent in Reais to €101 million, as of 23rd January, 2009) considers that Tereos and all the minority shareholders will fully exercise their preemptive rights for the subscription of new shares. “Guarani is a key part of the worldwide strategy of Tereos. The engagement of Tereos in the proposed capital increase is further evidence of Tereos’s confidence in the Brazilian sugarcane industry and our long term commitment to Guarani”, says Philippe Duval, Chief Executive Officer and Chairman of the Management Board of Tereos. The indicative issue price for the proposed share capital increase is of R$ 2,00 per share. Such price was calculated based on the average closing price of Guarani’s shares over the last 90 trading days on the BM&F BOVESPA, between 15th September, 2008 and 23rd January, 2009, with a discount of 25.4% applied. The purpose of the discount is to incentivize the minority shareholders to participate in the share capital increase. The indicative issue price also represents a discount of 3.8% over Guarani’s last closing share price of R$2.08. The definitive price to be submitted for Board approval will be the higher of the referred R$ 2,00 or the price calculated using the same formula of average closing price of Guarani’s shares over the last 90 trading days on the BM&F BOVESPA, as per the last business day before the Board of Directors Meeting, with the same incentive discount of 25.4% applied. The guaranteed portion of the proposed capital increase is designed to satisfy short to medium term obligations without recourse to credit renewal.
The funds raised will reinforce the balance sheet of Guarani and ensure the Company’s financial liquidity for the short and medium term while allowing it to emerge strengthened from the current market turmoil. The Board of Directors of Guarani will meet on the 2 nd February, 2009 and Guarani will then disclose to its shareholders and to the market the decision taken on the proposed share capital increase and related conditions.
Important Information This communication is for informational purposes only and is not an offer of securities or invitation to subscribe for or purchase any securities of Açúcar Guarani S.A. The securities mentioned in this communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. This communication contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to Açúcar Guarani S.A., are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made, and we undertake no obligation to update any of them in the light of new information or future events.
About Açúcar Guarani: Açúcar Guarani is one of the leading companies in Brazil’s sugar and ethanol industry. The company’s core activity is transforming sugarcane into sugar, ethanol and energy. Açúcar Guarani is the third-largest sugarcane processor and the second-largest sugar producer in Brazil, and is one of the companies that recorded the strongest growth in ethanol production in the past two crops, processing 14.4 million tons of sugarcane in the 2008/09 crop. Guarani has six plants, of which five are located in Brazil in the northwest region of São Paulo state and one in Mozambique, Africa, as well as a greenfield project in the municipality of Pedranópolis, São Paulo state. Tereos, the controlling shareholder of Guarani, is an agribusiness cooperative producing sugar and alcohol-ethanol from sugar beet, sugarcane and cereals in France and worldwide. Tereos is the world’s fourth-largest producer of sugar, alcohol-ethanol and starch products. Guarani firmly believes in the importance of positive actions in the social and environmental areas.