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São Martinho S.A. signs binding memorandum of understanding to consolidate its controlling interest in Santa Cruz S.A. Açúcar e Álcool and the sale of interest in the land management company Agro Pecuária Boa Vista S.A.

São Paulo, May 5, 2014 - São Martinho S.A. (BM&FBovespa: SMTO3; Reuters: SMTO3 SA and Bloomberg: SMTO3 BZ), one of Brazil’s largest sugar and ethanol producers, in compliance with article 3 of CVM Instruction 358/02, hereby informs its shareholders and the market that, on this date it signed a memorandum of understanding with Luiz Ometto Participações S.A. ("LOP") and other individual controlling shareholders ("ICS") of Santa Cruz S.A. Açúcar e Álcool ("SC" or "Santa Cruz") to, simultaneously: (i) acquire from LOP and ICS’s, additional interest in Santa Cruz, thus increasing its stake in the company from the current 36.09% to 92.14%; (iii) sell all its shares in Agro Pecuária Boa Vista S.A. ("APBV") to LOP; and (iii) enter into a sugarcane leasing agreement between Santa Cruz and APBV for a period of 20 years ("Operation").

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Material Fact Conference Call
Date: May 06th, 2014 (Tuesday)

In Portuguese with Simultaneous Translation into English
Time: 09:00 a.m. (Brasília) / 08:00 a.m. (US ET)
Connection Number NY: +1 (786) 924-6977
Connection Number Brazil: +55 (11) 3193-1001
Access Code: São Martinho

Webcast: click here

Replay: available until May 13th, 2014
Connection Number : +55 (11) 3193-1012
Portuguese Code: 2957859# / English Code: 0727631#

Felipe Vicchiato
Director - M&A, Strategic Planning and Investors Relations

Telephone: +55 (11) 2105-4100

IR Website:

About São Martinho:
One of the largest groups in Brazil’s sugar and ethanol industry, with three mills in operation: São Martinho in Pradópolis (in the Ribeirão Preto region of São Paulo state), Iracema in Iracemápolis (in the Limeira region of São Paulo) and Boa Vista (in Quirinópolis, Goiás). Moreover, we will fully consolidate Santa Cruz in our results after conclusion of the transaction that is the subject of this Material Fact. For more information, please visit the website at