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Cosan S.A. (B3:CSAN3; NYSE:CSAN) announced Friday the launch of a primary offering of its common shares. The offering will initially comprise 1.45 billion shares, with the possibility to increase by up to 25%, or 362.5 million additional shares, depending on investor demand and agreement with placement agents after the bookbuilding process.
The share offering is being made to the general investing public in Brazil under local regulations, to qualified institutional buyers in the United States under Rule 144A, and to institutional and other investors outside the United States and Brazil under Regulation S. The company stated that it will not offer American Depositary Receipts (ADRs) representing its shares, and the offered shares will be subject to certain restrictions on deposit into its ADR facility.
Anchor investors, including Aguassanta Investimentos S.A., Queluz Holdings Limited, entities affiliated with BTG Pactual, and investment vehicles managed by Perfin Infra Administração de Recursos Ltda., have committed to purchase an aggregate of R$7.25 billion in shares, subject to the terms of an investment agreement. The commitment is contingent on the offering price being set at R$5.00 per share. Aguassanta Investimentos and Queluz are controlled by Rubens Ometto Silveira Mello, Cosan’s chairman and controlling shareholder.
Pricing of the offering is expected on November 3, with shares anticipated to begin trading on the São Paulo Stock Exchange (B3) on the second business day after the price is set. Settlement is expected on the third business day following pricing.
Cosan emphasized that the offering has not been and will not be registered under the U.S. Securities Act of 1933 and that shares may only be offered or sold in the United States in transactions exempt from registration requirements.
This information is based on a press release statement filed with the Securities and Exchange Commission.
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