Material Fact – Business Combination Proposal Tegma JSL
Material Fact – Business Combination Proposal Tegma JSL
Tegma Gestão Logística SA (“Tegma” or “Company”), in compliance with CVM Instruction No. 358/2002, informs its shareholders, investors and the market in general that the Chairman of the Board of Directors of the Company received yesterday, July 1, 2021, at 10:35 pm, a letter sent by JSL SA, a publicly-held company, registered with the CNPJ under No. 52.548.435/0001-79 (“JSL”), reproduced below in its entirety, in which JSL presented, without request or prior understanding with the Company’s bodies, proposal to combine JSL’s business with those of the Company, through the merger of Tegma’s shares into JSL’s (“Proposal”), subject to certain conditions, namely: “(a) the approval by the Board of Directors of the Companies of the documents necessary for the implementation of the Transaction, in particular the Protocol and Justification of Incorporation, which will contain statements and usual guarantees for transactions of this nature (“Definitive Documents”); (b) approval by the shareholders of JSL and Tegma at a general meeting; and (c) prior approval by the Administrative Council for Economic Defense – CADE”.
According to the Proposal, the merger of the Company’s shares would be carried out based on an exchange ratio according to which “each Tegma shareholder will receive, for each of his Tegma Shares, the value of R$15.00 and 0.7495248702 JSL shares”.
In view of the Proposal, the Chairman of the Board of Directors called an extraordinary meeting of the Company’s Board of Directors to be held today, in order for that body to examine the Proposal and decide on the measures it deems appropriate within the scope of the Company.
The Company will keep shareholders, investors and the market in general informed of subsequent relevant facts relating to this matter.
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São Bernardo do Campo, July 2nd, 2021
Ramón Pérez Arias Filho
CFO and Investor Relations Officer
IR Contacts:
Ian Nunes, + 55 11 4397-9423, ian.nunes@tegma.com.br
Felipe Silva, + 55 11 4397-9399 felipe.silva@tegma.com.br