Announcement • Aug 02
3R Petroleum Óleo e Gás S.A. (BOVESPA:RRRP3) completed the acquisition of Enauta Participações S.A. (BOVESPA:ENAT3).
3R Petroleum Óleo e Gás S.A. (BOVESPA:RRRP3) made an offer to acquire Enauta Participações S.A. (BOVESPA:ENAT3) for BRL 7 billion on April 1, 2024. As of April 10, 2024, 3R Petroleum Óleo e Gás entered into a Memorandum of Understanding (MoU) to acquire Enauta Participações. On May 16, 2024, 3R Petroleum Óleo e Gás signed a definitive agreement to acquire Enauta Participações S.A. Under the tie-up terms, each Enauta share will be exchanged for 0.809225 common share issued by 3R. In this sense, it will be allocated a total of 213,210,661 new common shares issued by 3R, representing 47% of 3R's share capital to Enauta shareholders, which represents, for each common share issued by Enauta in that date, the attribution of 0.809225 common share issued by 3R. Under the potential transaction, Enauta will be incorporated by 3R, and Enauta’s shareholders will receive new shares of 3R so that the share capital of the new integrated company will be represented by 53% of 3R shareholders and 47% of Enauta shareholders, subject to adjustments. Enauta Participações announces that its Board of Directors unanimously approved the offer in early April, followed by the memorandum of understanding that the two Brazilian duo signed with Maha Energy Offshore later that month. Afterward, the boards of directors of Enauta and 3R Petroleum approved the signing of a pair of protocols containing the terms and conditions for the proposed merger of the two companies. The transaction is also subject to customary precedent conditions and any other conditions agreed by the companies, including satisfactory negotiation of definitive transaction documents, which should include customary terms and conditions, transaction approval by shareholders of both companies at respective extraordinary general meetings, and legal and regulatory approvals, including approval from Brazil’s Administrative Council for Economic Defense – CADE. As of June 27, 2024, the shareholders of 3R Petroleum Óleo e Gás S.A. have approved, at a Extraordinary General Meeting, the merger of Enauta Participações S.A. (“Enauta”) shares into 3R Petroleum and the roll-up of Maha’s 15% holdings in 3R Petroleum Offshore S.A. into 3R Petroleum. As of July 8, 2024, the roll-up of Maha’s 15% holdings in 3R Petroleum Offshore S.A. into 3R Petroleum Óleo e Gás S.A. and the merger of Enauta Participações S.A. shares into 3R Petroleum has been approved by Brazil’s Administrative Council for Economic Defense – CADE. CADE has released an order approving the transactions without restrictions. As of July 30, 2024, 3R Petroleum Óleo e Gás S.A. and Enauta Participações S.A. announced that all conditions to the transaction has been fulfilled and 213.6 million shares of 3R Petroleum Óleo e Gás S.A. will be issued to the shareholders of Enauta Participações S.A. The transaction is expected to complete on July 31, 2024.
XP Finanças Assessoria Financeira and Citigroup Global Markets Brasil CCTVM as financial advisors and Pinheiro Neto Advogados as legal advisor to Enauta Participações. Banco Itaú BBA S.A. and Banco BTG Pactual S.A. acted as financial advisors, Spinelli Advogados, Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados are acting legal advisors to 3R Petroleum Óleo e Gás and Campos Mello Advogados acted as Maha Holding and its affiliates legal advisor.
3R Petroleum Óleo e Gás S.A. (BOVESPA:RRRP3) completed the acquisition of Enauta Participações S.A. (BOVESPA:ENAT3) on July 31, 2024.
