Filed by
Cosan Limited
Pursuant
to Rule 425 of the U.S. Securities Act of 1933, as amended
Subject of
the offer: Cosan S.A. Industria e Comercio
Commission
File Number: 333-147235
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Cosan Limited offer to Exchange Common Shares of Cosan S.A. Insustria e Comercio Investor Relations March 2008 |
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Disclaimer
The registration statement on Form F-4, which has been filed with the U.S.
Securities and Exchange Commission ("SEC") to register Cosan Limited (the
"Company") shares to be issued in the proposed exchange offer (the
"Transaction"), and the related prospectus contain important information about
the Company, Cosan S.A. Industria e Comercio ("Cosan"), the Transaction and
related matters. The Company has also filed, and intends to continue to file,
additional relevant materials with the SEC. Investors will be able to obtain
copies of the offering document and other documents from the SEC's Public
Reference Room at 100 F Street N.E., Washington D.C., 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The
documents may also be obtained from the website maintained by the SEC at
http://www.sec.gov, which contains reports and other information regarding
registrants that file electronically with the SEC. The Company has also filed
certain documents with the Comissao de Valores Mobiliarios, the Brazilian
securities commission, which are available on the CVM's website at
http://www.cvm.gov.br. YOU ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM
F-4 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
This material was prepared solely for informational purposes and is not to
be construed as a solicitation or an offer to buy or sell any securities or
related financial instruments. Likewise it does not give and should not be
treated as giving investment advice. It has no regard to the specific
investment objectives, financial situation or particular needs of any
recipient. No representation or warranty, either express or implied, is
provided in relation to the accuracy, completeness or reliability of the
information contained herein. It should not be regarded by recipients as a
substitute for the exercise of their own judgment. Any opinions expressed in
this material are subject to change without notice. The Company is not under
obligation to update or keep current the information contained herein. In
addition institutions mentioned in this material, their affiliates, agents,
directors, partners and employees may make purchases and/or sales as principal
or may act as market makers in connection with securities issued by the
Company, and provide investment baking or other services to the Company. The
Company, the Intermediary Institution and their respective affiliates, agents,
directors, partners and employees accept no liability whatsoever for any loss
or damage of any kind arising out of the use of all or any part of this
material.
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Disclaimer
This material is intended solely for the use of such persons and in such
jurisdictions as is permitted under applicable law.
Furthermore, you should consult with your own legal, regulatory, tax,
business, investment, financial and accounting advisers to the extent that you
deem it necessary, and make your own investment, hedging and trading decision
(including decisions regarding the suitability of this Transaction) based upon
your own judgment and advice from such advisers as you deem necessary and not
upon any view expressed in this material.
As used herein, "Holding Entity" means any entity that is not a resident
of Brazil, has no assets other than Cosan shares or shares of one or more
companies whose sole assets are Cosan shares, has not engaged, directly or
indirectly, in any business other than the holding of the Cosan shares, has no,
direct or indirect, liabilities, contingent or otherwise, and that, directly or
indirectly, individually or as part of a group, holds its Cosan shares as an
investment under Brazilian law No. 4,131/62.
The documents may also be obtained from the websites set forth below:
Cosan Limited: www.cosanlimited.com.br
Cosan S.A.: www.cosan.com.br
Banco Santander S.A.: www.superbroker.com.br
SEC: www.sec.gov
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Offering Summary
Description o Cosan Limited Offer to Exchange Common Shares of Cosan S.A.
Industria e Comercio
Securities o Offering registered with SEC - Only for investors resident in
the United States and Holding Entities Commissions
o Offering registered with CVM - For all other investors
o Class A common shares (one vote per share) - listed on the
New York Stock Exchange under the symbol "CZZ"
o Brazilian Depositary Receipts (BDRs / Class A) (one vote per BDR) -
listed on the Sao Paulo Stock Exchange
Securities - (BOVESPA), under the symbol "CZLT11"
Cosan Limited o Class B2 common shares (ten votes per share and subject to
three-year lock-up) - not listed and will not be listed on
the NYSE, the BOVESPA or any other securities exchange (offered only to
holders of Cosan S.A. common shares as of July, 26, 2007)
Securities - o Common shares listed on the BOVESPA, under the symbol "CSAN3" (one vote per
Cosan S.A. share)
Exchange o One share of Cosan Limited per one share of Cosan S.A. (1:1)
Rate
o <1/3 - All Qualifying Shares tendered will be accepted for
exchange and Cosan will remain listed on the Novo Mercado
segment of the BOVESPA
o <1/3 � All Qualifying Shares tendered will be accepted for
Possible exchange and Cosan will remain listed on the Novo Mercado
Exchange Offer segment of the BOVESPA
Results (by
level of o Between 1/3 and 2/3 - Cosan Limited will be able to
acceptance) exchange the Qualifying Shares on a pro rata basis and
Cosan will remain listed on the Novo Mercado segment of the
BOVESPA
o >2/3 - All Qualifying Shares tendered will be accepted for
exchange and the Company intends to delist the Cosan shares
from the Novo Mercado segment of the BOVESPA, but Cosan
S.A. will continue to be a publicly traded Company listed
on the BOVESPA
o Price o R$ 22.00 per share
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Offering Description
Cosan Limited Offer to Exchange Common Shares of Cosan S.A. Industria e Comercio
Brazil Abroad
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The Cosan Shares (CSAN3) can be exchanged for:
o Class A common shares issued by Cosan Limited
o Class A common shares in the form of Brazilian Depositary Receipts issued by
the Cosan Limited ("BDRs")
o Class B2 shares issued by Cosan Limited
- Solely in the case of persons who were shareholders of record of Cosan
S. A. as of the close of trading on July 26, 2007
- Limited to the amount of shares held on July 26, 2007 and confirmed
in the settlement on July 31, 2007
- For three years years after August 16, 2007, holders of Class B2
shares may not convert such shares into Class A shares or transfer
less than all of the Class B2 shares they own
- No liquidity
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Ownership Structure
Current Capital Structure After the Exchange Offer (2)
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(1) Shares held through Queluz Holdings Limited, a British Virgin Islands
company, and Usina Costa Pinto S.A. Acucar e Alcool, a Brazilian
corporation, both indirectly controlled by our controlling shareholder.
(2) Assuming that all of Cosan S.A.'s shareholders exchange common shares
issued by Cosan S.A. for Cosan Limited's class A common shares. If all of
the Cosan shareholders were to exchange their shares for our class B
series 2 common shares, instead of Cosan Limited's class A common shares,
52.2% of the voting power of Cosan Limited's share capital would be held
by the public, with the remaining 47.8% held by Mr. Rubens Ometto Silveira
Mello. Based on the facts and circumstances, this would not represent a
change of control under U.S. GAAP.
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Timetable - US residents and Holding Entities
Date Time Event
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Mar. 6 - Notice publishing
Apr. 4 17:00 NYT (18:00BRT) Submission deadline
Apr. 11 17:00 NYT (18:00BRT) Transfer to CBLC portfolios deadline
Apr. 14 12:00 NYT (13:00BRT) Order in the Megabolsa system
Apr. 14 15:00 NYT (16:00BRT) Auction
Apr. 17 - Confirmation of full attendance by Santander
Apr. 17 - Settlement - BDR
Apr. 22 - Settlement - class A and B2 shares
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MARCH 2008
APRIL 2008
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MON TUE WED THU FRI MON TUE WED THU FRI
3 4 5 6 7 1 2 3 4
1 2 18 19 20 21
1 2 27 28 29 30
10 11 12 13 14 7 8 9 10 11
3 4 5 6 7 22 23 24 25 26 Relevant date
5 6 7 8 9 33 34 35 36 37
17 18 19 20 21 14 15 16 17 18 X Regular day
8 9 10 11 FM 27 28 29 30 31
12 13 14 15 16 40 41 42 43 44 X Business days
24 25 26 27 28 21 22 23 24 25 X Calendar days
12 13 14 15 16 FN 32 33 34 35
19 20 21 22 23 47 48 49 50 51
31 28 29 30
17 36 37 38
26 54 55 56
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Technical Information
Cosan S.A. Industria e Comercio CSAN3 | ISIN Code: BRCSANACNOR6
Company CNPJ No: 50.746.577/0001-15 CSAN3 | Sedol Code: B0P72G5
Information CVM No: 19836
Cosan Limited BDR | ISIN Code: BRCZLTBDR009
Offeror CNPJ/MF N(0): 08.887.330/0001-52 CZZ | Sedol Code: B0P72G5
Information CVM N(0): 80071
CBLC's For exchange for Class A Shares: 7104-8
Portfolio Number For exchange for Class B2 Shares: 7201-0
For exchange for BDRs: 7105-6
MEGABOLSA For exchange for Class A Shares: Code CSAN12L
System's For exchange for Class B2 Shares: Code CSAN13L
Code For exchange for BDRs: Code CSAN3L
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Procedures - U.S. Offering
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Only for U.S. Residents and Holding Entities
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Resolution 2,689 Investors Law 4,131 Investors
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BDR X X
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o Register with the Brazilian Broker o Register with the Brazilian Broker
or any other Broker authorized to conduct o Deliver duly completed and signed U.S. Form of
trades on the Sao Paulo Stock Exchange Acceptance and all required documentation to the
Class A o Deliver duly completed and signed U.S. Form Intermediary Institution
of Acceptance and all required documentation
to theIntermediary Institution
o Cause CSAN3 shares to be transferred to
CBLC's specific portfolio
o Broker will register order in MEGABOLSA system
on the Auction Date
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o Register with the Brazilian Broker or any other o Register with the Brazilian Broker
Broker authorized to conduct trades on the Sao o Deliver duly completed and signed U.S. Form of
Paulo Stock Exchange Acceptance and all required documentation to
Class B2 o Deliver duly completed and signed U.S. Form of the Intermediary Institution
Acceptance and all required documentation to the
Intermediary Institution
o Cause CSAN3 shares to be transferred to
CBLC's specific portfolio
o Broker will register order in MEGABOLSA system
on the Auction Date
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All documents signed outside Brazil must be notarized and guaranteed. If you are tendering the shares of a Holding
Entity, you must include with the U.S. Form of Acceptance certificates representing the Holding Entity shares duly
endorsed for transfer
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Required Information for Qualifying
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Brazil residents Resolution 2,689 investors Law 4,131 Investors
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BDR X X X
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o Investor tax ID in Brazil o Investor tax ID in U.S. o Investor tax ID in U.S.
o Name of the Financial Institution(1) o Investor tax ID in Brazil o Investor tax ID in Brazil
Member of DTC o CVM registration number o Number of shares to be
o DTC Number of the Financial Institution o RDE - Portfolio number exchanged
o DTC investor's account number o Name of the Financial o IED number
Class A o Duly completed and signed Form of Institution(2) Member of DTC o Name of the Financial
Acceptance(1) o DTC Number of the Financial Institution(1) Member
o Required documentation in the Form Institution of DTC
o DTC investor's account number o DTC Number of the
Duly completed and signed Form Financial Institution
of Acceptance(2) o DTC investor�s account
o Required documentation in number
the Form o Duly completed and signed
o Form W8 Ben/ W9 Form of Acceptance(1)
o Required documentation
in the Form
o Form W8 Ben/W9
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o Investor tax ID in Brazil o Investor tax ID in U.S. o Investor tax ID in U.S.
o Duly completed and signed Form of o Investor tax ID in Brazil o Investor tax ID in Brazil
Acceptance(1) o CVM registration number o Number of shares to be
o Required documentation in the Form o RDE- Portfolio number exchanged
o Duly completed and signed Form o IED number
of Acceptance(1) o Duly completed and
Class B2 o Required documentation in the signed Form
Form of Acceptance(1)
o Form W8 Ben/ W9 o Required documentation
in the Form
o Form W8 Ben/W9
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(1) U.S. Broker authorized to conduct trades on the NYSE
(2) For U.S residents and Holding Entities - U.S. Form of Acceptance
All other investors - Brazilian Form of Acceptance
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Contacts
Intermediary Institution
Banco Santander S.A.
c/o Santander Investment Securities Inc.
45 East 53rd Street
New York, NY 10022
9th Floor Operations
Attention: Neil Iorio, Vincent Valenza and Julio Toro
Ref: Santander Brasil S/A Corretora de Titulos e Valores Mobiliarios (Cosan tender)
Telephone Numbers: U.S.: (001) (866) 215-3028
Brazil: (55)(11) 3012-6070
Telephone hours of operation:
8:00 a.m. - 11:00 a.m. New York time (9:00 a.m. - 12:00 p.m. Sao Paulo time)
and
1:00 p.m. - 5:00 p.m. New York time (2:00 p.m. - 6:00 p.m. Sao Paulo time)
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Cosan Limited offer to Exchange Common Shares of Cosan S.A. Insustria e Comercio Investor Relations March 2008 |