Pinheiro Neto on the Grupo Cosan merger

An extremely complex and unique transaction took years to be conceived and more than six months to negotiate and implement

The Pinheiro Neto team led by lead partner Guilherme Sampaio Monteiro (pictured) together with tax partner Giancarlo Matarazzo, Thiago José da Silva, Raphael Palmieri Salomão, Julia Barbosa Campos, Jose Arnaldo Godoy Costa de Paula, and Nina Goldman Cavalcanti advised on the internal corporate restructuring which consisted of the merger of Cosan Limited, listed on the NYSE and incorporated under Bermuda, into its controlled company Cosan S.A., listed on B3, and the merger of the also B3-listed Cosan Logística into its sister company Cosan S.A.

Cosan is one of Brazil’s largest economic groups. Its portfolio, which is now consolidated in the holding company Cosan S.A., includes several companies dedicated to a variety of energy businesses (from sugar, ethanol and bioenergy) and integrated logistics, such as Raízen, Compass, Rumo and Moove.

As companies under common control, Cosan strictly followed the applicable regulations and best corporate governance practices to ensure that the interests of minority shareholders of each company were also observed. As a result, three independent committees formed of market experts negotiated the exchange ratio for the merger for several months. Each committee was also advised by separate financial and legal advisors, and numerous material facts and public communications were made throughout the process so all shareholders and regulators could follow up closely the overall process.

Also participating in the transaction were Davis Polk, Renteria Advogados, BMA Advogados and Mattos Filho.