TAM Linhas Aéreas S.A.’s $315.9 Million Takeover bid on Multiplus S.A.

Pinheiro Neto and Pinheiros Guimaraes advised on the deal

The transaction will encompass a public tender offer process by LATAM Airlines Brazil for the equivalent of approximately 27.3% of the outstanding capital stock of Multiplus, and the subsequent cancellation of registration of Multiplus as a publicly-held company in the CVM –the Brazilian securities regulator– and delisting of Multiplus from the Novo Mercado listing segment, pursuant to Brazilian corporate and securities laws and regulations.

Timing of the launch of the Offer is subject to the prior approval of the necessary regulatory documentation by the CVM. LATAM Airlines Brazil expects to file said documentation by early October.

Once the Offer is launched, LATAM Airlines Brazil will be in a position to declare the Offer successful, and proceed with the Delisting, upon reaching at least a two thirds acceptance of those who have registered their shares for the Offer, as is stipulated in CVM Instruction 361. In order to rapidly capture the projected synergies, LATAM Airlines Brazil’s intent is to merge Multiplus into LATAM Airlines Brazil shortly after completing the Delisting process.

LATAM Airlines Brazil has announced an intended purchase price of R$27.22 per share, which represents the dividend-adjusted volume weighted average share price of Multiplus over the last 90 trading days. The intended purchase price represents an 11.6% premium over the R$24.40 share price of Multiplus as of close of market yesterday, and implies an approximate total purchase consideration of R$1.2 billion (~US$289 million) for the entire 27.3% free float of Multiplus.

Credit Suisse (Brasil) S.A. acted as dealer manager on the offering.

Pinheiro Neto advised TAM Linhas Aéreas S.A. with Fernando Zorzo (Picture), Cauê Myanaki and Ricardo Guimarães Barros.

Pinheiros Guimaraes advised Credit Suisse (Brasil) S.A. with Francisco Pinheiro Guimarães and Mariana Silveira Martins Jost.

Involved fees earner: Francisco Pinheiro Guimarães – Pinheiro Guimarães; Mariana Silveira Martins Jost – Pinheiro Guimarães; Fernando Zorzo – Pinheiro Neto; Caue Rezende Myanaki – Pinheiro Neto; Ricardo Guimarães Barros – Pinheiro Neto;

Law Firms: Pinheiro Guimarães; Pinheiro Neto;

Clients: TAM Linhas Aéreas S.A.; Credit Suisse Brasil S.A.;

Author: Ambrogio Visconti.