The company hereby reports, continuing with the communication made to the market dated November 25, 2019, that its subsidiary BrasilAgro, controlled by the Company, has communicated yesterday to the market the closing of the merger agreement with Agrifirma Brasil Holding SA.
In view of the satisfaction of the conditions precedent set forth in the Merger Agreement (i) Agrifirma Holding was merged by BrasilAgro and extinguished for all legal purposes, (ii) BrasilAgro became the owner of one hundred percent (100%) of the total voting share capital of Agrifirma Agropecuária, becoming its controlling shareholder, (iii) the Company’s share capital was increased by R$ 115,586,576.79), from R$584,224,000.00 to R$ 699,810,576.79, upon the issuance of 5,215,385 new common, registered, book-entry shares with no par value of the Company, which were subscribed and paid-up by the shareholders of Agrifirma Holding, in such a manner that the share capital of the Company increased to 62,104,301 shares, and (iv) a subscription warrant was issued in favor of AB (Holdings) 1 S.À.R.L (“AB Holdings”), a shareholder of Agrifirma Holding, which will entitle AB Holdings (or its permitted successors and assignees) to subscribe up 654,487 new common, registered, book-entry shares with no par value of BrasilAgro, subject to the terms and conditions set forth in the Merger Agreement.
The merger was made upon exchange of shares and the initial exchange rate was R$31.50 per share of BrasilAgro based on the net worth of BrasilAgro and Agrifirma Holding, as of June 30, 2019 (taken into consideration, especially, the properties owned by BrasilAgro and Agrifirma Holding) – as per the appraisal made by Deloitte Touche Tohmatsu Consultores Ltda., adjusted in view of the negotiations between the parties, in accordance with the Merger Agreement.
As a result of this transaction, Cresud' stake in BrasilAgro, net of treasury shares, was reduced to approximately 33.6%.