Unidas - Todos os direitos reservados (BOVESPA:LCAM3) signed an investment agreement to acquire NTC Serviços Ltda from Felipe José Gomes Ribeiro, Carlos Roberto Sabbag and Marcelo de Amorim Biagi and others for approximately BRL100 million on December 26, 2018. As part of the acquisition, Unidas will acquire 22.8 million NTC shares representing 55.55% of its total share capital for BRL 50 million. The balance will be incorporated, through a stock exchange, at a rate of 0.0756 NTC shares for each Unidas share. At the Board of Directors meeting held on January 21, 2019, Unidas amended the shares that are to be acquired to 21.9 million representing 55.55% of its total share capital. The new exchange ratio will now be 0.07869 Unidas shares for each NTC share. NTC will become a wholly owned subsidiary of Unidas on completion. After the completion of the transaction, NTC will preserve legal personality and its own assets, without legal succession, and adopt the fancy name "Unidas Agro". The net revenue for the last twelve months ended June 30, 2018 was BRL 127.1 million and EBITDA was BRL 52 million. It is also agreed between the parties that none of the Shareholders of NTC will join the Unidas control block, whose corporate governance rules will remain similar to those existing today among the current controlling group in accordance with the shareholders agreement. The consummation of the transaction will be, pursuant to article 125 of the Civil Code, subject to the approval by the Administrative Council for Economic Defense - CADE and to the change in the corporate type of NTC from a corporation limited liability company, as well as other conditions set forth in the Investment Agreement. In addition, the acquisition of the shares does not require approval by Unidas’ general meeting, pursuant to article 256 of Law n.° 6.404/1976, as amended. The signature of the Investment Agreement and other related documents was duly approved by the Board of Directors of Unidas at a meeting held on December 26, 2018. As on January 3, 2019, the General Superintendence of the Administrative Council for Economic Defense approved the transaction without any restrictions. As on January 31, 2019, the shareholders of Unidas approved the transaction. The transaction will close only after the expiration of the legal term of 15 days from the date of decision, for opposition to a possible appeal against the decision issued by CADE, resulting in a final and un-appealable decision. Mauro Cesar Leschziner, Clarissa Freitas and Isabela Cruz Sánchez of Machado Meyer acted as legal advisor for Unidas.