Indorama Ventures Spain S.L. and Tereftalicos Industrias Quimicas Ltda entered into a share purchase agreement to acquire Oxiteno S.A. Industria e Comercio from Ultrapar Participações S.A. (BOVESPA:UGPA3) for approximately $630 million on August 15, 2021. Under the terms of the transaction, 35,102,127 shares of Oxiteno will be acquired. The purchase price of $13.5626 per share shall be paid on the closing date of the transaction and $4.2732 per share shall be paid on the second anniversary of the closing date.

In a related transaction, Oxiteno S.A. Industria e Comercio is issuing at least, 36,457,574 and, at most, 42,891,264 New Shares at $17.8358 per new share. Financing is secured through deferred payment, using existing extra cash on our balance sheet, free cash flow generated from existing businesses, short term loans against working capital and the balance as long-term debt. The completion of this transaction is subject to usual conditions precedent in deals of this type, including approval by the Brazilian antitrust authority, relevant regulatory authorities and American Federal Trade Commission.

The members of the Board of Directors of Ultrapar approved the sale of all the shares issued by Oxiteno S.A. Indústria e Comércio. The transaction is expected to close in Q1 2022 and will be earnings accretive immediately. Bank of America Merrill Lynch Banco Múltiplo S.A. acted as a financial adviser and Barbosa, Müssnich & Aragão Advogados acted as a legal adviser to Ultrapar Participações.

Areno, Filipe B and Schnell, Paul T from Skadden, Arps, Slate, Meagher & Flom LLP acted as a legal advisor to Ultrapar Participações S.A. (BOVESPA:UGPA3). Nicholas San Filippo IV, Sam E. Khan, Stephen Tanico, Brian Silikovitz, Kristin V. Taylor, Sartaz Singh, Megan Monson, Taryn E. Cannataro, Bryan Sterba, Jenna-Marie Tracy, Doreen M. Edelman, and Abbey E. Baker of Lowenstein Sandler LLP acted as legal advisor to Indorama Ventures Public Company Limited. Stephen Weissman of Gibson, Dunn & Crutcher LLP acted as legal advisor to Indorama Ventures Public Company Limited.

As on March 8, 2022, The Administrative Council for Economic Defense has approved the acquisition of Oxiteno S.A. Industria e Comercio by Tereftalicos Industrias Quimicas Ltda and Indorama Ventures Spain S.L.