Vibra Energia (VBBR3) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of the remaining 50% of Comerc accelerates Vibra's renewable energy strategy, expands B2B offerings, and aligns with disciplined capital allocation.

• Full ownership removes risks from the previous put and call structure, unlocking growth opportunities and eliminating potential misalignment among shareholders.

• Comerc is a top player in centralized and distributed solar generation, energy solutions, and trading, providing a strong platform for asset-light growth.

• The deal supports Vibra's ambition to become the largest multi-energy platform for customers, with a focus on value creation and returns.

• Comerc's platform offers a unique, customer-focused experience and positions Vibra as the largest multi-energy provider in Brazil.

Financial terms and conditions

• Total valuation for the remaining 50% stake is BRL 7.05 billion, with payment in cash, adjusted by CDI from July 2024 until closing.

• Payment will be funded through available cash, working capital lines, and extension of existing financing.

• Initial 50% was acquired in 2021 at a R$9.24 billion valuation; transaction completed at a 15% discount to the IPO.

• A new due diligence and fairness opinion were conducted to ensure favorable terms.

Synergies and expected cost savings

• Hard synergies estimated at BRL 1.4 billion in present value, mainly from efficiency, cost reductions, and financial/tax optimization.

• One-third of synergies are attributed to financial benefits from liability management, including refinancing BRL 2.6 billion in debt at lower rates.

• Synergies are expected to be fully realized within two years post-closing, with immediate fiscal, financial, and commercial efficiencies.

• Integration will streamline operations and enable self-funded growth.