Gol Linhas Aéreas S.A. (GOL) made an offer to acquire remaining 47.4% stake in Smiles Fidelidade S.A. (BOVESPA:SMLS3) for BRL 2 billion on December 7, 2020. Under the terms of the transaction, Smiles shareholder have an option to elect 0.825 preferred shares of GOL Linhas Aéreas Inteligentes S.A. (GLA) for each common share of Smiles, or BRL 22.32 in cash for each common share of Smiles, or, alternatively a combination of preferred shares of GOL and cash by specifying the number of common shares of Smiles to receive each type of consideration. GOL and GLA will take into account the amount of BRL 27.05 per GOL share and BRL 22.32 per SMILES share to determine the proposed exchange ratio. The shareholder elections will be subject to adjustment such that no individual shareholder receives more than 80% of the consideration in preferred shares of GOL or cash. As of March 24, 2021, increase the consideration offered to the shareholders of SMILES by 17.1%, which increases the exchange ratio from 0.825 to 0.966. The transaction will be self-financed through Smiles' own cash generation. As of March 24, 2021, cash consideration is increased from BRL 22.32 to BRL 22.54 per SMILES share. As of April 16, 2021, SMILES paid BRL 4.03 per share as dividend and accordingly cash consideration is reduced from BRL 22.54 per SMILES share to BRL 18.51 per share. There is no change to the stock consideration. The transaction is subject to corporate approvals and the approval of the majority of holders of SMILES along with approval of shareholder of Gol Linhas and Smiles. Minority shareholders will analyze the offer at a meeting on December 17, 2020. As of January 18, 2021, it was announced that the original schedule of the reorganization, which provided for the calling of the General Meetings by January 18, 2021, cannot be observed and there will be a delay of more than three months in relation to the original schedule. The exchange ratio was submitted by the management of GOL for approval of the shareholders of the companies. The Merger is not subject to the approval of Brazilian or foreign authorities. Apsis Consultoria e Avaliações Ltda. was engaged by SMILES to prepare an appraisal report of the shareholders’ equities of SMILES and GLA. The Extraordinary Shareholders’ Meetings of GOL and SMILES will be held, on first call, on March 15, 2021. The Extraordinary Shareholders’ Meetings of GOL and SMILES will be held, on first call, on March 24, 2021. The transaction has been approved by shareholders of Smiles Fidelidade S.A. as of March 24, 2021. The transaction is expected to close in the second half of June.