Cosan S.A. (BOVESPA:CSAN3) agreed to acquire the remaining 26.5% stake in Cosan Logística S.A. (BOVESPA:RLOG3) for BRL 2.3 billion on July 2, 2020. Under the terms of the transaction, Cosan Logística S.A. shareholders holding RLOG3 shares immediately prior to the approval of the transaction will become owners of shares of Cosan S.A. The exchange ratio was 3.943112 shares issued by Cosan Logística for each share issued by Cosan S.A. Thus, as a result of the merger, 31 million shares issued by Cosan S.A. will be issued to the former Cosan Logística shareholders. In a related transaction, Cosan S.A. agreed to acquire remaining stake in Cosan Limited.

The transaction is subject to regulatory approvals, including, without limitation, approvals from the CVM and the U.S. Securities and Exchange Commission, debt holders and suppliers and shareholders approval of Cosan S.A. and Cosan Logística S.A. As of December 17, 2020, the Board of Directors of both Cosan S.A. and Cosan Logística S.A. have approved the transaction. As on January 22, 2021, the transaction was approved by the shareholders of both Cosan S.A. and Cosan Logística S.A. The transaction is expected to close on March 5, 2021. Manuel Garciadiaz, Lourenço Lopes-Sabino, Luis Felipe Sousa, William A. Curran, Elina Khodorkovsky and Kendra Simpson of Davis Polk & Wardwell LLP acted as legal advisor to Cosan S.A.