
CMA CGM Group, a global leader in sea, land, air, and logistics solutions, today announced the successful closing of its acquisition of approximately 47.9% of Santos Brasil Participações S/A (Santos Brasil) from funds managed by Opportunity. This follows regulatory approvals from relevant Brazilian authorities.
The transaction was completed at a price of BRL 13.60 per share. With this acquisition, combined with a 3.1% stake previously acquired by a CMA CGM affiliate in September 2024, CMA CGM Group now holds a 51% controlling stake in Santos Brasil. Santos Brasil operates South America’s largest container terminal in the Port of Santos, in addition to other multi-terminal operations across Brazil.
Mandatory Tender Offer and Market Listing Changes
As a result of this closing, and as previously announced on September 23, 2024, CMA CGM, through its subsidiary CMA Terminals Atlantic SA, will launch a mandatory tender offer to acquire all outstanding shares of Santos Brasil. The offer will be at the same price and conditions paid to Opportunity, duly adjusted by the SELIC rate (Brazil’s benchmark interest rate) until the financial settlement of the Tender Offer.
CMA CGM Group also intends to convert Santos Brasil’s registration with the CVM (Comissão de Valores Mobiliários – Brazil’s securities regulator) to category “B”, and consequently, exit Santos Brasil from the Novo Mercado segment of B3 (Brazil’s stock exchange). The Novo Mercado segment is known for its high corporate governance standards, including requirements for companies to have only common shares and adhere to stricter transparency rules. Converting to category “B” would mean a shift from these higher governance standards typically associated with the Novo Mercado.
The effective request to convert Santos Brasil’s registration and exit from the Novo Mercado segment will only be filed by CMA Terminals Atlantic SA if the minimum price established in an independent appraisal report—prepared in accordance with applicable regulations—is less than or equal to the transaction price per share executed with Opportunity, adjusted by the SELIC rate. CMA Terminal Atlantic SA reserves the right to waive this condition at its sole discretion until the Tender Offer filing with the CVM.
Santos Brasil’s Extraordinary General Shareholders Meeting to appoint the appraiser for this process is scheduled for April 29, 2025.
Strategic Expansion in a Key Market
This significant investment solidifies CMA CGM’s presence in Brazil, a strategically important market for global trade and a critical bridge between Europe, Asia, and Africa. By gaining control of Santos Brasil, CMA CGM is poised to further enhance its terminal operations and logistics solutions in the region, supporting its overall global growth objectives.
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