1
27% premium vs. Fair price rendered by the appraisal report
On September 22, 2024, the CMA CGM group (the “Offeror”) announced to the market the acquisition of a stake in Santos Brasil Participações S.A. (“Santos Brasil” or the “Company”) held by certain shareholders (the “Selling Shareholders”), representing 47.55% of its share capital. Subsequently, the Offeror acquired, on the market, additional shares issued by Santos Brasil, representing approximately 3% of its share capital. Upon completion of these acquisitions, on April 24, 2025, the Offeror reached a 51% equity interest in Santos Brasil, as disclosed in a material fact notice.
As a result of these acquisitions—and in light of the obligation assumed by the Offeror under the agreement entered into with the Selling Shareholders, as well as pursuant to the Brazilian Corporation Law, the Novo Mercado Listing Rules of B3 and the Company’s bylaws—the Offeror became required to launch a public tender offer for the acquisition of shares issued by Santos Brasil and held by its remaining shareholders, in order to provide such shareholders with a price equivalent to that paid per common share to the Selling Shareholders.
Additionally, on April 4th, 2025, the Offeror announced its intention to delist the Company from the Novo Mercado listing segment of B3, as well as to change the registration category of the Company before the CVM. That way, the transaction consists of a unified public tender offer comprising three types: (i) a tender offer for the acquisition of control of the Company, in compliance with Article 254-A of the Brazilian Corporation Law; (ii) a tender offer aimed at converting the Company’s registration before the CVM from category “A” to category “B”; and (iii) a tender offer intended to delist the Company from its current listing segment, the special listing segment of B3 known as the Novo Mercado (the “Public Tender Offer” or “Tender Offer”).
In addition to complying with contractual and legal obligations to ensure that the Company’s minority shareholders receive the same price per common share as that paid to the Selling Shareholders, the transaction aims to simplify the Company’s corporate and organizational structure following the acquisition of control, allowing for greater flexibility in the management of its operations in Brazil and enabling the Company’s management to focus exclusively on its core business activities.
The Offeror also believes that this Public Tender Offer benefits the Company and its stakeholders, particularly because maintaining the Company’s registration as a category “A” issuer before the CVM and keeping its shares listed on B3’s Novo Mercado segment would be cost-inefficient, especially given the absence of any intention to raise capital through a public equity offering and the volatility of the Brazilian capital markets.
Access the Tender Offer Notice and related documents below.
Note: 1 Private Acquisition’s Base Purchase Price of R$15.30 was subject to closing adjustments: i) a base increase and a ticking fee until closing, ii) losses from judicial and administrative proceedings, and iii) decreases from cash distributions to reach the Tender Offer’s Price per Share of R$13.60. 2 Considers book value per share from December 31st, 2024. 3 Considers STBP3 share price prior to the Private Acquisition Announcement (September 20th, 2024).
May 23rd
Tender offer filing
August 12th
Launch
Shareholders Qualification period
(Launch date until 6:00 PM (Brasília time) on the business day prior to the auction date)
September 11th
Auction
September 16th
Settlement
Qualification
To become an Eligible Shareholder, you must register with a brokerage firm authorized to operate in the B3 before 6:00 PM (Brasília time) on the business day prior to the auction date. The shareholder must consult the broker about the necessary documents.
Notes: ¹ For the purposes of the quorum for the conversion of the registration and the quorum for exit from the Novo Mercado provided for above, consider only the Quorum Shares. “Quorum Shares” mean the common shares issued by the Company that registered for the auction under the terms of the tender offer, except for those held by the Offerors, directly or indirectly, including any shares of the Offerors’ related parties, the shares of the Company’s management and treasury shares. ² Additional period after the Tender Offer for investors² to sell their shares to the offeror at the same Tender Offer price (duly adjusted). Possibility also applicable to investors who disagreed with the conversion of registration and/or delisting from B3’s Novo Mercado within the scope of the tender offer, in case of approval of the conversion of registration and/or delisting from B3’s Novo Mercado. ³ Itaú BBA Assessoria Financeira S.A. is the Bookkeeper. ⁴ The price per share will be adjusted by the accumulated SELIC Rate, on a pro rata basis, from the date of settlement of the auction until the date of effective payment. ⁵ Item 8 of the Tender Offer Notice.
On September 22nd, 2024, the acquisition of Opportunity’s stake in Santos Brasil Participações S.A. (“Santos Brasil” ou “Companhia”) by CMA CGM was announced to the market. Shortly thereafter, CMA CGM purchased another 3% in the market.. Following the conclusion of the acquisition of Opportunity’s stake on April 24th, 2025, CMA CGM reached a 51% position in Santos Brasil, as disclosed in a material fact. Considering the contractual obligation agreed with Opportunity by CMA Terminal Atlantic S.A. (“Offeror”), and based on Brazilian Corporation Law, Novo Mercado rules and the Company’s bylaws, the acquirer of the control is obliged to launch a mandatory tag along tender offer at the same terms and conditions set forth in the acquisition of the controlling stake (“Tag Along Tender Offer”).
In addition to the Tag Along Tender Offer, CMA CGM announced its intention to delist the Company by combining a change of category and Novo Mercado exit offer, on April 4th, 2025. Therefore, the transaction consists of an unified tender offer of three types: (i) the first, the Tag Along Tender Offer, (ii) the second, to obtain the conversion of the Company’s registration with the CVM from category “A” securities issuer to “B” (“Change of Category”), and (iii) the third to promote the exit of the Company’s from its current listing segment, B3’s special listing segment Novo Mercado (“Novo Mercado Exit” and together, with the Change of Category, the “Delisting Tender Offer”).
As a unified tender offer, the procedures to qualify for the auction and the terms and conditions offered to minority shareholders are exactly the same.
A Tag Along Tender Offer results from the purchase of a controlling stake. According to applicable law and the Company’s bylaws, once the stake is purchased, the buyer is required to launch a tender offer in which all minority shareholders have the right, but not the obligation, to tender their shares for the same price, adjusted by the SELIC, and terms/conditions as the one offered to the control block.
Meanwhile, the Delisting Tender Offer also targets all shares outstanding and has a ‘success quorum’ of 2/3 of the qualified float. This means that if 2/3 of the free float shares participating in the offer choose to tender their shares at the auction or expressly agree with the delisting, the offeror will successfully be able to change its category and thus exit public markets. In the Delisting Tender Offer the offer price must be “fair”, based on an appraisal report prepared by an independent appraiser. Additionally, in case the success quorum is reached, in a Delisting Tender Offer, the offeror is obligated to acquire the remaining free float shares, at the offered price, duly updated by the SELIC, for a 90-day period. Lastly, in a Delisting Tender Offer, the squeeze-out rule applies in case the remaining free float falls below 5% of the shares outstanding. For further information on the squeeze-out, please refer to item 9 below.
Even if the success quorum described above is not achieved, if 1/3 of the free float shares tender their shares at the auction or expressly agree with the exit of the Novo Mercado, the Company will still be able to migrate from the Novo Mercado to the basic segment and will cease, from the business day following the auction, to be subject to the corporate governance and disclosure rules provided by the Novo Mercado Rules. Additionally, in this case, the offeror is obligated to acquire the remaining free float shares, at the offered price, duly updated by the SELIC, for a 30-day period.
If the quorums described above are not met, the offeror will withdraw from the Delisting Tender Offer, but will proceed with the Tag Along Tender Offer.
Although both category A and category B securities issuers are registered with the CVM, category B issuers are subject to less stringent disclosure requirements, particularly regarding the Reference Form (Formulário de Referência) and other communications based on the occurrence of certain corporate events. Additionally, category B issuers are not permitted to list their shares or securities convertible into shares for trading, but only debt securities. Therefore, if the Company converts its registration, it means that its shares are ‘delisted’, as they cease to trade on the Brazilian market.
There is no conditionality to the launch of the Tag Along Tender Offer.
The Delisting Tender Offer will be subject to the success quorum and, observed that the Tender Offer is immutable and irrevocable from the date of release of the Notice, to usual conditions, such as the non-occurrence of the certain events which are not, directly or indirectly, caused by the Offeror, including, but not limited to: war or armed conflicts, increase in the total cost of the Tender Offer, changes in the rules applicable to the capital market or the securities market in Brazil that prevent the execution of the Tender Offer, request/declaration of bankruptcy of the Company, proposal or initiation of any judicial and/or arbitral proceedings or actions, as well as any judicial, arbitral and/or administrative decisions, issued on a preliminary or final basis, which require or determine the suspension or cancellation of the Tender Offer, among others to be further provided in the Tender Offer Notice.
Furthermore, the Delisting Tender Offer was subject to the amendment of the indenture of the fifth issuance of the Company (issued 2024) regarding the conversion of registry of the Company, which was approved on May 6th and May 15th.
It is further reminded that – other than the success quorum condition, the offeror may waive unilaterally any or all the conditions to Delisting Offer.
If the Delisting Tender Offer is successful, the shares of those who adhered to the offer will be settled on the 3rd business day following the conclusion of the auction. Once the auction is over, the 90-day (or 30-day, as applicable) “put period” begins, in which minority shareholders who did not tender at the auction can sell their shares to the offeror for the same price of the auction, adjusted for the SELIC incurred during the period. If, as a result of the tender offer either due to the acquisition of shares in the auction or during the put period, less than 5% of the company’s shares remain as outstanding shares, the Company may call a shareholder meeting to resolve the squeeze-out of the remaining minority shareholders.
Also, following the auction, the CVM will have up to 30 business days to convert the Company’s registry from category “A” to “B”. During this period, until the approval of the registration conversion by CVM is granted, the Company’s shares will continue to be traded on B3, as will be widely disclosed to the market by the Company.
The price offered will be equivalent to the price paid for Opportunity’s stake at Closing (R$13.601023157 per share), adjusted by the cumulative SELIC rate from the Closing date, up to the Settlement date.
To meet the delisting tender offer criteria, the price is supported by a third-party appraisal report issued by PwC, which was made available on the CVM website alongside the filing of the Tender Offer.
The appraisal report deemed the Dividend Discount Model (“DDM”) as the most appropriate method for the accurate portrayal of the share price’s intrinsic value. The report concluded that the fair value is R$10.69 per share, demonstrating that the transaction’s price is ‘fair’. Notably, the Offer price represents a premium of 27.2% over the price determined by the appraisal report.
The Tender Offer will be successful if 2/3 of the qualified float (shareholders who qualify to participate in the auction), choose to accept the offer, either by selling their shares or agreeing with the delisting.
Once the tender offer has been settled (including the shares acquired during the put period) if less than 5% of the total common shares outstanding issued by the Company remain as outstanding shares, the Company may call an Extraordinary General Meeting (“EGM”) to resolve on the redemption of the remaining shares at the same price offered in the Tender Offer, adjusted by the SELIC until the effective payment of the redemption price, which must occur within 15 days after the date of the EGM in which such approval is obtained.
In order to participate in the auction, shareholders must qualify for the auction by registering with any brokerage firm authorized to operate in the B3 Electronic Trading System of their choice (“Broker”) to represent them in the auction. Such qualification must be conducted from the release of the Tender Offer Notice and completed by 6:00 PM (Brasília time) on the business day prior to the Auction Date, namely Semptember 10, 2025.
In order to proceed with their qualification for the auction, shareholders must observe the procedures required by their respective Brokers, which may impact the deadlines for completing their registration, as well as the Regulations and Operational Procedures Manual of the B3 Chamber and the Regulations and Operational Procedures Manual of the B3 Central Depository, in addition to the requirements provided in the Tender Offer Notice.
Shareholders who wish to agree with the Change of Category and/or Exit from the Novo Mercado, but do not wish to sell their shares, and holders of shares who wish to disagree with the Change of Category and/or Exit from the Novo Mercado must also qualify for the auction.
Shareholders who remain inert – in other words, who have not expressed their agreement with the offer or qualified for the auction – will not be counted towards the success quorum.
For further information, please refer to the Tender Offer Notice.
There are two ways that one can express their acceptance of the Offer: by either selling their shares at the auction or filing a form (which will be made available on the Tender Offer’s website and Offer Notice) that indicates that the shareholder agrees with the offer but does not wish to sell. In all these cases, the shareholders must qualify to participate in the auction as further described in item “How does one participate in the offer?” above .
Eligible Shareholders who effectively sell their shares will automatically be expressing their agreement with the Change of Category and, consequently, with the Novo Mercado Exit, without the need for any additional procedure.
Eligible Shareholders who agree with the Change of Category and, consequently, with Novo Mercado Exit, but do not wish to sell their shares, must expressly indicate their agreement with the Change of Category in the appropriate form.
Eligible Shareholders who agree with the Novo Mercado Exit, even if they are against (or not) the Change of Category, but who do not wish to sell their shares, must expressly indicate their agreement with the Novo Mercado Exit, by filling out the appropriate form.
For further information, please refer to the Tender Offer Notice.
Shareholders who loaned out their shares and wish to qualify to participate in the auction must request settlement of the loaned-out shares via the Real Time Clearing (“RTC”) system in case the lending contract has an early settlement clause. This will allow such shareholders to participate in the offer immediately thereafter.
Each holder should consult their financial and/or tax advisor about the consequences of participating or not participating in the Offer.
For Non-Resident Investors (“NRI”), the Offeror will withhold and collect the Withholding Income Tax (“WHT”) levied on capital gains realized by NRI in connection with the sale of the shares at (i) flat 15% rate for NRI who qualify as a “Capital Market Investors” and are not resident of favorable tax jurisdictions (“FTJ”) (recent ruling issued by the Brazilian Revenue Services confirms that off-exchange transactions should be subject to this rate), or (ii) flat 25% rate to NRI qualified as “FDI Investors” who are resident in FTJ or (iii) progressive rates ranging from 15% to 22.5%, to the case of NRI qualified as “Capital Market Investors” who are residents in FTJ, or qualified as “FDI Investors” who are not resident in FTJ, under the terms of the legislation and regulations of the Brazilian Revenue Services in force.
The Capital Gain will correspond to the positive difference between (i) the value in Brazilian reais resulting from the sale of the Tender Offer Shares; and (ii) the average acquisition cost in Brazilian reais of the shares subject to the Tender Offer and held by each NRI. NRI will be requested to send the information necessary for the calculation of the WHT and the supporting documentation on the average acquisition cost.
There will be no gross-up, so NRI Shareholders will receive an amount equal to the Price per Share of the Tender Offer, multiplied by the amount of shares they hold, in Brazilian Reais, with WHT deducted from this total. The Offeror will use the information provided to it by NRI Shareholders and/or its legal representatives/custody agents, as submitted via form available on the website dedicated to the Tender Offer to calculate the Capital Gain and collect the WHT, and the NRI Shareholders will be responsible for the veracity, integrity, completeness and timely delivery of such information.
On the website dedicated to the Tender Offer, there is a section for NRI Shareholders to provide the necessary information to calculate the Capital Gain and collect the WHT, as well as links for uploading the necessary documents regarding this matter. If a NRI Shareholder fails to submit the information for the calculation of the WHT due (1 Business Day Before Auction Date for shareholders who sell their shares at the Auction or on the same date as the submission of their intention of selling its shares after the Auction date, as set forth in Section 8 of the Tender Offer Notice), or if they fail to submit the respective supporting documentation, the Offeror will consider the acquisition cost of said shareholder to be equal to zero (BRL 0.00), so that the amount of the income resulting from the sale of the Tender Offer Shares will be entirely considered as capital gain. For more information, please check the item “Non Resident Investors (“NRI”)” below.
The offer will be made to US Shareholders in compliance with the applicable US tender offer rules under the US Exchange Act of 1934, including Regulation 14E under the U.S. Securities Act, subject to the exemptions provided by Rule 14d-1(d) or any no action relief granted by the SEC, and otherwise in accordance with the requirements of Brazilian law, the B3 and the CVM. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under United States domestic tender offer procedures and law. United States’ shareholders should note that the Company is not listed on a United States securities exchange, subject to the periodic reporting requirements of the U.S. Securities Act or required to, and does not, file any reports with the SEC thereunder. If you have any questions relating to your participation in the tender offer, including completion and return of your tender form, please access the Tender Offer Notice. Each US Shareholder should consult and seek individual tax advice from an appropriate professional adviser.
As per applicable law, the Offeror will withhold and collect the Withholding Income Tax (“WHT”) levied on the capital gains realized by Capital Markets Investors and FDI Investors in connection with the sale of the Tender Offer Shares, at (i) flat 15% rate to NRI who qualify as a “Capital Market Investors” and are not residents in favorable tax jurisdictions (“FTJ”) (recent ruling issued by the Brazilian Revenue Services confirms that off-exchange transactions should be subject to this rate), (ii) flat 25% rate to NRI qualified as “FDI Investors” who are resident in FTJ or (iii) progressive rates ranging from 15% to 22.5%, to NRI qualified as “Capital Market Investors” who are residents in FTJ, or qualified as “FDI Investors” who are not resident in FTJ, under the terms of the legislation and regulations of the Brazilian Revenue Services in force.
The Offeror, therefore, requests that NRI or their respective legal representatives/custody agents in Brazil (as long as such legal representatives/custody agents are duly constituted as the NRI respective legal representative/custody agent, as the case may be) submit the information required for the calculation of the WHT, which must be accompanied by the respective suitable supporting documentation (“WHT Documentation”). Once submitted, the WHT Documentation shall be considered final and irrevocable, subject to the terms and conditions set forth in the Notice.
For the avoidance of doubt, the only acceptable supporting documentation for disclosing your average acquisition cost consists of: the brokerage invoice for B3 trades; the subscription agreement (boletim de subscrição) in the case of private or public capital increases; the SPA for private transactions; corporate documents if the shares were acquired through a corporate restructuring; or, in the case of non-onerous transactions, the will, donation agreement, or deed of partition. Additionally, the NRI must provide documentation supporting (back-up) the calculation of the Average Cost of Acquisition. Any documents not included in this exhaustive list will not be accepted as valid supporting documentation.
To start filing the form, users must first download the Tender Offer Notice below, which will automatically refresh the page and allow for the form to start. The fully completed WHT Documentation must be submitted to the Offeror by 6:00 PM (Brasília Time) on September 10, 2025, through this website, at the link below. Please make sure that you have received the confirmation e-mail, as the information will not be considered as officially submitted until such email is received.
The Offeror clarifies that, in accordance with the current legislation and regulations, (i) if a NRI fails to timely submit the fully completed WHT Documentation for the calculation of the WHT due, along with the respective supporting documentation, the Offeror will consider the acquisition cost of said shareholder to be equal to zero (R$ 0.00), so that the amount of the income resulting from the sale of the Tender Offer Shares will be entirely considered as Capital Gain; (ii) the tax jurisdiction to be used for calculating the WHT by the Offeror will be the one registered for the NRI with B3; therefore, any updates must be made with the respective Broker in a timely manner to ensure proper eligibility for the Auction, in accordance with the Broker’s internal rules and requirements; (iii) if the average acquisition cost per share filled in the website, differs from the information provided in the supporting documentation, the Offeror will consider as the average acquisition cost per share the value that results from the supporting documentation; and (iv) by accepting the Tender Offer, the NRI acknowledges that the Offeror will collect the WHT as described above.
There will be no gross-up, so NRI Shareholders will receive an amount equal to the Price per Share of the Tender Offer, multiplied by the amount of shares they hold, in Brazilian Reais, with WHT deducted from this total. The Offeror will use the information provided to it by NRI Shareholders and/or its legal representatives/custody agents, as submitted via form available on the website dedicated to the Tender Offer to calculate the Capital Gain and collect the WHT, and the NRI Shareholders will be responsible for the veracity, integrity, completeness and timely delivery of such information.
Download the tender offer notice and start completing the form**If you’re using the mobile version of Safari, the document will open in a new tab, so please remember to return to this tab to access the form.
Please contact us exclusively for questions related to the transaction:
+55 (11) 3040-0844
