GAFISA S.A. GAFISA S.A.
CNPJ/MF No. 01.545.826/0001-07
NIRE 35.300.147.952
Publicly-held Company
MATERIAL FACT
GAFISA S.A. (BOVESPA: GFSA3) ("Gafisa" or "Company") in compliance with CVM Instruction No. 358/2002, as amended, informs its shareholders and the market in general that sent to the board of directors of Tecnisa ("Tecnisa"), a proposal for a potential business combination between Tecnisa and Gafisa (the "Transaction"), with transformational aspects for Tecnisa and Gafisa.
The definition of applicable procedures shall rely on negotiations between these companies' management, and Gafisa already initiated researches, as approved by its Board of Directors.
Various synergies can be seen between these two leading companies in the Brazilian real estate sector, especially if we consider a potential combination of both companies. For this reason, Gafisa understands that the Transaction will bring value for its shareholders, as well as Tecnisa's shareholders.
Any alternative of the Transaction under analysis shall be voluntary and planned, so that to ensure equal treatment to all Tecnisa's shareholders, in case of swap ratio, maintaining its economic condition.
Part of the transaction includes Gafisa's request to alter Tecnisa's Bylaws and management, through a meeting to resolve on this issue, considering that Gafisa obtained in the market sufficient participation to request a call notice, pursuant to CVM Instruction No. 627/2020.
Gafisa believes that a combination between these two companies' projects has the potential of benefiting both companies, especially at current scenario of real estate market resumption.
Gafisa will keep the market informed on the negotiations development.
São Paulo, August 19,2020
Ian Andrade
Chief Financial and Investor Relations Officer
RATIONALE OF GAFISA AND TECNISA
BUSINESSES
- Gafisa
o
,,.TECNISA
GROWTH OPPORTUNITIES
Build an ecosystem composed of clients and suppliers
Revitalizing and embracing new | |
Innovation | processes and attitudes to grow again |
Ecosystem | OPPORTUNITIES | Growth | Pilot Projects |
Scale production
Launch
Trends Think big, pursue excellence, and no disruption
BENEFITS OF A POTENTIAL BUSINESS COMBINATION
65 years | Tradition & Credibility | 42 years |
1,200 | Projects Delivered | 265 |
16 MM | M² Built | 7 MM |
3
TWO HISTORIES OF TRADITION, LEADING EDGE AND QUALITY, WITH ATTRIBUTES OFFERING INNOVATIVE CONCEPTS
Grand Space Concept
Roof Top Concept
1st company to deliver projects with equipped and decorated common areas
Founded
1st company with online real estate agents;
Company in the real estate sector with the best practices in links sponsored globally; Company biography in the book "O Brasil que encanta o Cliente" [Brazil that enchants client]
Tecnisa is listed on
BOVESPA
Consolidation as innovative company
.
Jardim das Perdizes initiates infrastructure works, the largest real estate project to be launched in the city of São Paulo over the last 40 years.
1954 | 1977 | 1962 | 1974/76 | 1990 | 2000 | 2005 | 2007 | 2009 | 2010 | 2011 | 2019 | 2020 |
Construtora Gomes de Almeida Fernandes is founded in Rio de Janeiro.
First club condominium in the country, such as Nova Ipanema and Novo Leblon (RJ).
Builder and developer enters in São Paulo.
55 years and narrates its history
1st company in the sector to have stocks traded on NYSE.
Eldorado Business Tower receives the first Green Leed certification in Brazil, world's top 4.
Investment Fund | CADE approves | |
Gafisa's merger of | ||
Planner Redwood | ||
all shares issued | ||
joins the Company | ||
by Upcon, which | ||
New executive board | ||
will become | ||
The 1,000 project is | takes office Gafisa | |
Gafisa's wholly- | ||
delivered: | capital increase - two | |
owned subsidiary. | ||
Terraças Alto da Lapa. | tranches | |
STRATEGIC | GAFISA & TECNISA
A combination of the two largest brands of the real estate industry to build a consolidated company with great potential of stock appreciation, considering current multiples of both companies.
1 Creation of Brazil's 2nd largest real estate company
2 Prepared to have the Best Performance in the Market
Substantial business synergies to build higher results for a collective-effort company
Result of best practices in the combination of development, construction, sales and properties activities
4
5 Creation of a company with launch capacity between R$2-3 bi/year in projects with shorter operational cycle, in more consolidated districts in the cities of São Paulo and Rio de Janeiro
6
Possibility of consistent results, revenue growth; solid gross margins; with G&A dilution and optimization
; net result in line with best sector companies
5
OPERATING DATA - LANDBANK & LAUNCHES
Landbank | GAFISA and TECNISA (R$ MM)
a 10,3
*5.2
a
*5.1
REGION | 52% | |||
São Paulo | ||||
91% | ||||
Rio de Janeiro | 33% | |||
09% | ||||
Other States | ||||
15%
GAFISA + TECNISA| R$2.0 billion 2020/2021 Launches
R$1,500 MM
R$500 MM
Capacity of future launches within companies' portfolio of 10 billion.
* Considers land acquired by both companies | 6 |
OPERATING DATA - SALES
CURRENT INVENTORY
Market Value Inventory| R$ MM | 842 | 286 | 1,128 |
Inventory - 1H20/Under Construction/Finished Units
504
624
REGION | ||
82% | 42% | |
São Paulo | ||
Rio de Janeiro | 14% | 68% |
Other States | 4% |
OPERATING DATA - INVENTORY
GAFISA Inventory MV|Geographic Distribution 1H20 (%)
4 %
14%
81%
São Paulo | Rio de Janeiro | Other States |
Gafisa's inventory market value totaled R$841.7 million in 2Q20.
TECNISA Inventory MV|Geographic Distribution 1H20 (%)
0.6%
39% 42%
19%
São Paulo | Paraná | Federal District | Other States |
A TECNISA ended 1H20 with R$415 million inventory at market value, of which R$286 million refer to TECNISA's interest.
Inventory MV|Gafisa & Tecnisa - 1H20 (%)
26% | 74% | |||||||
Commercial Residential | ||||||||
6% | 94% |
8
Flex Premium
OPERATING DATA -CURRENT PORTFOLIO
SUBTITLE
Federal District
39%
Rio de Janeiro
14%
Paraná
4%
19%
9
Possibility of sales returning to the all-time levels
R$2.0 Bi
R$4.0 Bi
R$1.8 Bi
Sum of 2 best results - Gafisa 2012 | Tecnisa 2013
Caixa Position | R$MM | 287 | 1,057 |
770* |
*Considers funding to be settled in August
10
SOLID OWNERSHIP STRUCTURE
Shareholders' Equity| R$ MM | 1,577* | 847 | 2,424 | |||
*Includes capital increase in progress of 400MM | ||||||
Cash Position| R$ MM | 770 | 287 | 1,057 |
Capital increase in progress| R$ MM | 400 | 400 | |
Future Follow-on| R$ MM | 1,500 | ||
Cash Target| R$ MM | 3,000 | ||
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POTENTIAL SYNERGIES
MANAGEMENT | SYSTEMS | REFERENCE OF | GENERAL & | GREATER ACCESS TO |
& PROCESSES | QUALITY | ADMINISTRATIVE | CAPITAL AND FINANCIAL | |
& INFRASTRUCTURE | ||||
EXPENSES | MARKETS | |||
ISO 9001/PBQP-H | Current ERP - SAP* | |||
- Gafisa ORACLE replacement
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Gafisa SA published this content on 19 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 August 2020 21:00:08 UTC
