BrasilAgro - Companhia Brasileira de Propriedades Agrícolas completed the acquisition of Agrifirma Brasil Agropecuária S.A. for approximately BRL 110 million.
January 27, 2020
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BrasilAgro - Companhia Brasileira de Propriedades Agrícolas (BOVESPA:AGRO3) agreed to acquire Agrifirma Brasil Agropecuária S.A. on November 19, 2019. BrasilAgro - Companhia Brasileira de Propriedades Agrícolas (BOVESPA:AGRO3) signed a merger agreement to acquire Agrifirma Brasil Agropecuária S.A. on November 22, 2019. Pursuant to the terms, BrasilAgro will issue 5.2 million new shares to the shareholders of Agrifirma Brasil Agropecuária, other than a specific shareholder. BrasilAgro will issue a subscription warrant in favor of specific shareholder, which will entitle the shareholder to up to 0.65 million common shares of BrasilAgro. Under the terms of the merger agreement, after concluding the merger, the initial exchange ratio will be adjusted to reflect the change in the shareholders’ equity of the companies until the date of the conclusion of the merger. The transaction is subject to fulfillment of certain suspensive conditions including approval from shareholders of Agrifirma and BrasilAgro and from Administrative Council for Economic Defense - CADE. The transaction is approved by the board of BrasilAgro. As of December 23, 2019, the transaction was approved by BrasilAgro shareholders under the terms of the protocol and justification. Additionally, BrasilAgro informs that the Merger was approved by the general superintendence of the Administrative Council for Economic Defense, without restrictions, as per the decision published on December 20, 2019. The proceeding with CADE is still subject to the filling of appeals or call-backs by CADE’s court, within 15 days, as of such publication, in accordance with the applicable legislation. Deloitte Touche Tohmatsu Consultores Ltda. and Apsis Consultoria e Avaliações Ltda. acted as appraisers.
BrasilAgro - Companhia Brasileira de Propriedades Agrícolas (BOVESPA:AGRO3) completed the acquisition of Agrifirma Brasil Agropecuária S.A. for approximately BRL 110 million on January 27, 2020. Daniella Raigorodsky Monteiro, Pedro Ardezzoni and Luciano Campos of Tauil & Chequer Advogados acted as legal advisor to Agrifirma Brasil Agropecuária S.A. Flavio Mifano Fernando Amendola, Renata Fonseca Zuccolo Giannella, Rossana Fernandes Duarte of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados acted as legal advisor to BrasilAgro - Companhia Brasileira de Propriedades Agrícolas. Carlos Vasconsellos of Ferrere acted as legal advisor to BrasilAgro - Companhia Brasileira de Propriedades Agrícolas. The sole pratictioner Apoena Joels also advised Agrifirma Brasil Agropecuária S.A. on the deal.
Brasilagro Companhia Brasileira de Propriedades Agricolas is a Brazil-based company focused on the acquisition, development and exploration of rural properties suitable for agricultural activities. The Company seeks to transform their acquired properties through investments in infrastructure and technologies which permit cultivation of high value-added crops, such as soybean, corn and sugarcane as well as cattle raising. Brasilagroâs activities are divided into six business segments: Real Estate, that presents the Profit and Loss (P&L) from operations carried out in the Companyâs subsidiaries; Grains, a producer and seller of soybean, corn and bean; Sugarcane, a seller of raw product; Cattle Raising, which produces and sales beef calves after weaning; Cotton, a producer and seller of cotton lint and seed as well as the Other segment. The Company has several subsidiaries including Imobiliaria Mogno Ltda, Agrifirma Delaware LLC and Agrifirma Bahia Agropecuaria Ltda.
BrasilAgro - Companhia Brasileira de Propriedades Agrícolas completed the acquisition of Agrifirma Brasil Agropecuária S.A. for approximately BRL 110 million.