Cosan moves to appease unhappy investors
SAO PAULO (Bloomberg) Bermuda-based Cosan SA Industria & Comercio, the world's biggest sugar-cane processor, modified its plan to issue stock in a newly created holding company, giving existing shareholders greater voting rights.
Cosan SA shareholders of record on July 26 can swap their shares for Cosan Ltd. Class B2 shares, which will trade on the New York Stock Exchange, Cosan said in a statement posted today on the Brazilian securities regulator's Web site. The shareholders will have 10 votes for every B2 share they own, the same as controlling shareholder Rubens Ometto Silveira Mello.
The changes are an attempt to mollify shareholders after a June 25 proposal by the company to create two classes of shares with unequal voting rights in Bermuda-based Cosan Ltd. sent shares plunging 14 percent in three days.
"It will appease some, but not completely," said Ari Jannini, director of assets at Banco WestLB AG's unit in Brazil, which manages 1.5 billion reais ($790 million). "It really is an improved offer, but there's still a bad feeling in the air."
Cosan said in today's statement the modifications follow "suggestions by minority shareholders and entities in the capital market."
Under Cosan SA's original plan, controlling shareholder Ometto, who holds 51 percent of company stock through two investment groups, would have been the only shareholder with rights to Cosan Ltd.'s Class B shares, with 10 votes each. All other investors would receive Class A stock, with one vote each.
The announcement of the plan came less than a week after Steven Mills, Archer Daniels Midland Co.'s vice president of strategy, told the Wall Street Journal the company hadn't ruled out a purchase of Cosan.
The proposal to raise $2 billion through the new capital structure was "a sign to the ADMs of the world that Cosan is not for sale," HSBC Global Research analyst Pedro Herrera wrote June 28.
Under the proposal announced on Friday, shareholders of record after July 26 will only be able to swap shares for Cosan Ltd.'s Class A stock. Holders of the B2 shares will not be able to sell shares for three years, and the transfer of Class B2 shares, like Ometto's own Class B1 stock, will automatically convert them to Class A shares, Cosan said.
"It's not a problem to try to maintain control," said Daniel Gorayeb, investment analyst at Spinelli Corretora SA in Sao Paulo. "The problem is when you change the rules in the middle of the game."
Yesterday's announcement is "very positive and it shows that the company understands that it is better to have the market agree with your practices than to hold on to something through means that aren't well-received," Gorayeb said in a phone interview.
Cosan shares rose 1.80 reais, or 5.9 percent, to 32.50 reais on the Sao Paulo stock exchange.