BW GESTÃO DE INVESTIMENTOS LTDA.
Av. Brigadeiro Faria Lima, 4440, 15th floor,
04538-132, São Paulo-SP, Brazil
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IS NOT AUTHORIZED IN AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE APPLICABLE REGULATIONS
End of the reopening period of the voluntary tender offer for Verallia’s shares
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BWGI reaches 77.05% of the share capital of Verallia
Following the reopening of its Offer for Verallia’s shares (the “Offer”), BWGI will hold 93,078,522 Verallia shares[1], representing 77.05% of its share capital and 69.15% of its voting rights[2].This marks the definitive success of BWGI’s Offer, with shareholders tendering a total of 58,238,957 Verallia shares during both the initial and reopening periods of the Offer.As the controlling shareholder of Verallia, BWGI will support the group in creating long-term value, in accordance with the commitments and intentions shared in the Offer document.
August 14, 2025 – The reopening of the Offer initiated by BWGI, acting through Kaon V[3], on the Verallia shares that it does not already own, closed successfully on August 13, 2025. During the reopening period, 8,141,380 Verallia shares were tendered to the Offer, representing 6.74% of Verallia’s share capital and 5.72% of its voting rights. Overall, after the settlement-delivery of the Reopened Offer that will take place on August 20, 2025, BWGI will hold 77.05% of Verallia’s share capital and 69.15% of its voting rights.
As the controlling shareholder of Verallia, BWGI will support the group in creating long-term value, in accordance with the commitments and intentions shared in the Offer document.
The notice of results (avis de résultat) for the reopened Offer, published by the French financial markets authority (AMF), is available on its website (www.amf-france.org).
The documentation relating to the Offer, including notably the initiator’s Offer document and the “other information” documents relating to the legal, financial and accounting characteristics of Kaon V and Verallia, is available on both Verallia’s (www.verallia.com) and the AMF’s (www.amf-france.org) websites.
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About BWSA and BWGI – Brasil Warrant Administração de Bens e Empresas S.A. (“BWSA”) has been operating for over seven decades as the Moreira Salles family’s Brazilian holding company, successfully forging partnerships around the world with leading companies in a variety of sectors, such as financial services, natural resources, agriculture, consumer products, commercial services, distribution and industry. BWSA is the controlling shareholder of BWGI, an independent asset management company established in 2008 with discretionary powers to manage the portfolio of investments of BWSA’s controlling shareholders through certain investment vehicles, including Kaon V, the direct shareholder of Verallia. BWGI, through its affiliates, has been a shareholder of Verallia since its initial public offering in 2019. Affiliates of BWGI also hold a stake in the French listed company Elis S.A., being its largest shareholder.
Press contact: Havas Paris
Email: [email protected]
Antoine de La Guéronnière: +33 7 85 65 40 53
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Disclaimer
This press release has been prepared for information purposes only. It does not constitute an offer to purchase or a solicitation to sell Verallia shares in any country, including France. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.
Information for U.S. holders
The Offer is for Verallia shares, a company incorporated under French law, and is subject to French disclosure and procedural requirements, which differ from those applicable in the United States of America.
The Offer was made in the United States of America in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the laws and regulations promulgated thereunder, including Regulation 14E subject to the exemptions provided by Rule 14d-1(d) of the 1934 Act (the “Tier II” exemption), and the requirements of French law. As a result, the Offer is subject to certain disclosure and procedural rules, notably relating to the notice of extension of the Offer, the timing of settlement, and the purchase of Verallia shares outside of the Offer, which differ from the U.S. rules and procedures relating to tender offers in the United States of America.
[1] Excluding treasury shares held by Verallia.
[2] The percentages of voting rights are calculated based on the total number of theoretical voting rights as of July 31, 2025, without taking into account the loss of double voting rights resulting from the contributions to the reopened offer.
[3] BWGI is acting as the investment manager of Kaon V, a sub-fund of Kaon Investment Fund ICAV and direct shareholder of Verallia.
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Click to access ACTUS-0-93634-pr-eng-bwgi-offer-reopening-results.pdf
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