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. Indústria e Comércio
Commission
File Number: 333-147235
Cosan
Limited Announces Results of Exchange Offer
São Paulo,
April 18, 2008 — Cosan Limited today announced that it has accepted for exchange
all shares validly tendered pursuant to its offer to exchange up to all of the
common shares issued by its subsidiary Cosan S.A.
Indústria e Comércio (“Cosan”) for class A common shares, Brazilian Depositary
Receipts representing class A common shares, or class B series 2 common shares
of Cosan Limited.
As of the
expiration of the exchange offer and completion of the auction on the São Paulo
Stock Exchange, a total of approximately 18,237,312 Cosan common shares
were tendered and not withdrawn.
Following the consummation of this
exchange offer, Cosan Limited has the honor to inform that Cosan common shares
will remain listed on the Novo
Mercado of the São Paulo
Stock Exchange. Cosan Limited may in the future offer to exchange the
outstanding Cosan common shares not tendered in this exchange offer in
order to better position the company to take advantage
of favorable global industry trends and opportunities in the ethanol and sugar
markets through a global platform.
On April
24, 2008, Cosan Limited expects to deliver 3,728,208 Brazilian Depositary
Receipts representing class A common shares. On April 28, 2008, Cosan Limited
expects to deliver 14,504,604 class A common shares and 4,500 class B series 2
common shares of Cosan Limited for the Cosan common shares accepted for exchange
pursuant to the terms of the public announcement of the exchange offer published
on March 6, 2008. As a result of the exchange offer, Cosan Limited
will own 62.8% of Cosan’s outstanding common shares.
The
registration statement on Form F-4, which has been filed with the U.S.
Securities and Exchange Commission (“SEC”) to register Cosan Limited shares to
be issued in the proposed exchange offer, and the related prospectus contain
important information about Cosan Limited, Cosan, the exchange offer and related
matters. Cosan Limited 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. Cosan Limited has also filed certain documents with the Comissão
de Valores Mobiliários, 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 EXCHANGE OFFER.
COSAN is
one of the largest producers of sugar and ethanol in the world. With a crushing
capacity of around 40 million tonnes of sugar cane, the Company holds over 8% of
the local market.
CONTACT:
COSAN S.A. Indústria e Comércio
Investor
Relations (IR)
Paulo
Diniz, CFO and Investor Relations Officer
Luiz
Felipe Jansen Mello, Investor Relations Manager
Tel: (11)
3897-9797
e-mail:
ri@cosan.com.br
website:
www.cosan.com.br/ir
Media
Relations
Máquina da
Notícia
Press
Office
Tel: (11)
3147-7900
This
release contains forward-looking statements relating to the prospects of the
business, estimates for operating and financial results, and those related to
growth prospects of COSAN. These are merely projections and, as such, are based
exclusively on the expectations of COSAN’s management concerning the future of
the business and its continued access to capital to fund the Company’s business
plan. Such forward-looking statements depend, substantially, on changes in
market conditions, government regulations, competitive pressures, the
performance of the Brazilian economy and the industry, among other factors and
risks disclosed in COSAN’s filed disclosure documents and are, therefore,
subject to change without prior notice.