São Paulo, May 3, 2012 - COSAN S.A. INDÚSTRIA E COMÉRCIO (BM&FBOVESPA: CSAN3)("Cosan" or "Company") announces that it signed today a Memorandum of Understanding with BG Group to acquire its stake of 60.1% in Companhia de Gás de São Paulo - Comgás ("Comgás") (BM&FBOVESPA: CGAS3 and CGAS5) for the amount of R$ 3.4 billion, equivalent to 73.4% of the common shares and 11.8% of the preferred shares of Comgás.

Cosan and BG Group expect to execute the definitive share sale agreement soon, which is subject to the consent of BG Group's partner in Comgás according to its shareholders agreement.

Cosan will notify the regulatory authorities within the legal deadline for obtaining all necessary approvals.

Comgás is the largest distributor of piped natural gas in Brazil. Its network comprises more than 5,000 kilometres of pipelines that deliver natural gas to over 1,000,000 residential, retail and industrial customers in 64 cities. Its concession area comprises 177 municipalities in metropolitan São Paulo, metropolitan Campinas, the coastal area around Santos (Baixada Santista) and the Paraíba Valley, accounting for about a quarter of Brazil's gross domestic product (GDP).

The Company will inform the market once executed the definitive share sale agreement, when it will also inform actions related to article 256 of Brazilian Corporations Law and others rules applicable to the transaction.

Marcelo Martins
Chief Financial and Investor Relations Officer

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About COSAN

Cosan is one of the largest private groups in Brazil and the only fully integrated company in the renewable energy segment, with businesses in the areas of energy, food, logistics, infrastructure and farmland development and management. Through Raízen, a joint venture between Cosan and Shell, produces sugar and ethanol and distributes fuels through a network of 4,500 service stations with Shell and Esso brands. In sugar retail, Cosan operates with the leading brands União and Da Barra, among others. With the Mobil brand, Cosan produces in Brazil and distributes nationwide and in 3 more countries in South America automotive and industrial lubricants. In logistics, operates the Rumo Logística, the largest company specialized in transporting and loading of sugar and grains in the world.

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