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.