Material Fact - Itaúsa - Completion of the InvestmentCOMPLETION OF THE INVESTMENT IN COPAGAZ WITH THE ACQUISITION OF LIQUIGÁS
São Paulo | 23/12/2020
ITAÚSA S.A. (“Itaúsa” or “Company”), in compliance with article 157, Law 6,404/76 and CVM Instruction 358/02, and in addition to the Notice to the Market of August 26, 2019 and the Material Facts of November 7 and 19, 2019 and November 18, 2020, informs its shareholders and the market in general that the acquisition of all shares of Liquigás Distribuidora S.A. (“Liquigás”) has been completed today by the group comprised by Itaúsa, Copagaz - Distribuidora de Gás S.A. (“Copagaz”) and Nacional Gás Butano Distribuidora Ltda. (“Nacional Gás”) (together “Acquiring Group”). On this date, Itaúsa's investment in Copagaz was also completed, making it a relevant minority shareholder (“Transaction”).
The acquisition of Liquigás amounted R$ 4.0 billion and was paid to Petrobras by the Acquiring Group. Brazil’s Antitrust Authority (CADE) unanimously approved the transaction through the execution of a Concentration Control Agreement.
Itaúsa's interest in the Transaction takes place through the subscription of Copagaz's common shares and debentures in the total amount of R$ 1,232 million and, once completed the adjustments set forth in the documents of Operation, will result in an approximately 49% interest in Copagaz's social and voting capital. Current shareholders of Copagaz, the holding company of Ueze Zahran family, will hold the remaining shares and, therefore, control Copagaz.
To fund the Transaction, Itaúsa issued non-convertible debentures in the amount of R$ 1.3 billion on December 15, 2020, maturing in 10 years and cost based on the Interbank Deposit Certificate (CDI) rate plus 2.4% per year.
Itaúsa signed a Shareholders' Agreement with Ueze Zahran family and now has the right to appoint two members (out of five) for Copagaz’s Board of Directors and for its Audit and Personnel and Compensation Committees, which will be established in the near future. Additionally, it will have other usual rights attributable to relevant minority shareholders.
Nacional Gás will acquire a minority stake in Liquigás and, after a corporate reorganization that will take place in the coming months, as approved by CADE, it will hold assets in certain locations in Brazil equivalent to 18% of the total volume of Liquefied Petroleum Gas (LPG) sold by Liquigás.
The integration of Liquigás operations will allow the capture of important synergies over the next years and will strengthen Copagaz, creating the leader in the LPG distribution sector in Brazil, one of the largest in the world, with penetration in 95% of Brazilian homes. With two strong brands and annual net revenue of over R$ 6.5 billion, Copagaz will hold operations in 24 Brazilian states and in the Federal District and around 90 thousand direct and indirect employees.
The main effects to be reflected in the Itaúsa Balance Sheet ended on 12.31.2020 will be the debentures already issued and the investment in Copagaz. The result of this investment will be recognized using the equity method. This transaction, however, will not have significant effects on Itaúsa's results in this fiscal year.
This new investment is aligned with Itaúsa's capital allocation strategy, allowing the company greater exposure to the Brazilian energy sector, in addition to associating itself with a strategic and traditional partner with over 60 years of experience, compatible values and proven operational excellence.
Itaúsa reaffirms its confidence in the future of Brazil with the addition of this new investment to its equity portfolio and reinforces its commitment to creating long-term value for its shareholders and society.
São Paulo (SP), December 23, 2020.
ALFREDO EGYDIO SETUBAL
Investor Relations Officer