Eneva S.A. (BOVESPA:ENEV3) entered into an agreement to acquire Focus Energia Holding Participações S.A. (BOVESPA:POWE3) for approximately BRL 960 million on December 14, 2021. The consideration is paid in cash of BEL 775 million and an additional payment in cash, conditioned to the effective receipt, by Eneva or a company controlled by it, until December 31, 2027, of amounts and/or credits, net of taxes and expenses, arising from arbitral procedure. Focus will cease to exist after being incorporated by a new subsidiary of Eneva, which will then merge with Eneva itself.

Focus shareholders will receive 0.189 share of Eneva per Focus share, with Eneva S.A issuing a total of 17 million new shares. The closing of the merger shall be subject, among other conditions, to the approval of the general shareholders' meeting of Eneva, Focus Energia Holding and Brazil's antitrust regulator. The closing of the merger shall also be subject to the verification of other conditions precedent, including (i) the approval by the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica) (CADE) (ii) the termination of Focus's share-based compensation plans and short-term incentive plan, as well as the grants made under such plans and (iii) other conditions customary in agreements of this nature.

On December 29, 2021, Brazilian antitrust body Cade approved the transaction. The implementation of the Transaction shall occur by April 14, 2022, extendable for an additional 3 months under the terms of the Agreement. The transaction is expected to complete on March 11, 2022.

Morgan Stanley (NYSE:MS) and Pinheiro Neto Advogados acted as financial and legal advisor respectively. Banco Santander (Brasil) S.A. (BOVESPA:SANB4) and Stocche, Forbes, Padis, Filizzola, Clapis Advogados acted as financial and legal advisor to Eneva S.A.