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MATERIAL FACT

São Martinho concludes transaction to consolidate a controlling interest of 92.14% in Santa Cruz S.A. Açúcar e Álcool

São Paulo, August 8, 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 CVM Instruction 358/02 and complementing the Material Fact notice dated May 5, 2014, announces to its shareholders and the general market that, following the approval granted by Brazil‘s antitrust authority CADE (Conselho Administrativo de Defesa Econômica) on July 23, 2014, it concluded, on the date hereof, the settlement of the transaction involving Luiz Ometto Participações S.A. ("LOP") and other individual shareholders in the controlling group ("Individual Investors") of Santa Cruz S.A. Açúcar e Álcool ("SC" or "Santa Cruz").

As a result, the São Martinho Group: (i) acquired from LOP and the Individual Investors an additional interest in SC for R$315.8 million that increased its interest in the capital stock of SC from the current 36.09% to 92.14%; (ii) sold all of the shares it held in Agro Pecuária Boa Vista S.A. ("APBV") to LOP for R$195.9 million; and (iii) entered into a sugarcane lease agreement between SC and APBV for a period of 20 years.

The final amount to be disbursed by São Martinho S.A. corresponds to R$119.9 million, which will be paid over 10 years and be restated by the CDI overnight rate.

The Company will begin to fully consolidate the results of SC in the second quarter of this crop year.

Sincerely,

Felipe Vicchiato
Chief Financial and Investor Relations Officer
Telephone: +55 (11) 2105-4100
E-mail: ri@saomartinho.com.br
IR Website: www.saomartinho.com.br/ir