Filed by Suzano Papel e Celulose S.A. pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Fibria Celulose S.A.
Filer’s Commission File Number: 333.198.020
Subject Company’s Commission File Number: 001-15018
Date: August 28, 2018
Announcement Regarding the Merger
On August 27, 2018, Suzano Papel e Celulose S.A., a Brazilian corporation (“Suzano”), filed a Notice to the Market with the Brazilian Exchange Commission (“CVM”), announcing that Suzano entered into financing arrangements with Banco Safra S.A through the issuance of an Export Credit Note (“NCE”) and a Rural Producer Certificate (“CPR”). These long-term financing lines are intended to cover a part of Suzano’s export investment obligations in order to release cash to pay the cash portion of the consideration to be paid to shareholders of Fibria Celulose S.A. (“Fibria”) in connection with the merger transaction between Suzano and Fibria. An English translation of the Notice to the Market is attached as Exhibit 1.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to subscribe for or buy shares, nor is it a substitute for any offer materials that Suzano may file with the U.S. Securities and Exchange Commission (“SEC”). No offer of securities will be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
Additional Information and Where to Find It
In connection with the proposed transaction, Suzano may file with the SEC relevant materials, including, in the case of a registered offering in the U.S., a registration statement on Form F-4 containing a prospectus and other documents regarding the proposed transaction. INVESTORS ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SUZANO, FIBRIA AND THE PROPOSED TRANSACTION AND RELATED MATTERS. The Form F-4 and all other documents filed with the SEC in connection with the proposed transaction will be available when filed, free of charge, on the U.S. SEC’s website at www.sec.gov. In addition to the Form F-4 and all other documents filed by Suzano with the SEC in connection with the proposed transaction will be made available, free of charge, on Suzano’s website at http://www.suzano.com.br.
Forward-Looking Statements
This communication may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company or the transaction, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
EXHIBIT 1
SUZANO PAPEL E CELULOSE S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1
São Paulo, August 27, 2018 – Suzano Papel e Celulose S.A. (“Suzano” or “Company”) (B3 | SUZB3), hereby announces to its shareholders and the market that, on this date, it contracted financing from Banco Safra S.A. through the issue of an Export Credit Note (“NCE”) and Rural Producer Certificate (“CPR”) with the following characteristics:
• Issue amount: Seven hundred eighty-six million reais (R$ 786,000,000.00);
• Issue date: August 31, 2018;
• Maturity: Eight (8) years from the issue date;
• Amortization: in the seventh (7th) and eighth (8th) years;
• Remuneration: CDI + 1.03% p.a., paid semiannually; and
• Use of proceeds: the net proceeds of NCE will be fully used to finance the Company’s exports, and the net proceeds of the CPR will be fully used to finance the Company’s expenditures activities.
For the entire amount of the NCE and CPR issue described above, the Company has already contracted the corresponding hedge instrument at the exchange rate of R$ 3.9300/US$ 1.00 at a cost of 5.6000% p.a. plus exchange variation.
The long-term financing lines are intended to cover a part of the Company’s export investment obligations over the coming years in order to release cash to pay the cash portion of the asset merger operation with Fibria.
São Paulo, August 27, 2018.
Marcelo Feriozzi Bacci
Chief Financial and Investor Relations Officer