Filed by Cosan S.A.
Pursuant to Rule 425 of the U.S. Securities
Act of 1933, as amended
Subject Company: Cosan Limited
Commission File Number: 1-33659
COSAN S.A.
CNPJ 50.746.577/0001-15
NIRE 35.300.177.045
Publicly-held Company
|
COSAN LOGÍSTICA S.A.
CNPJ 17.346.997/0001-39
NIRE 35.300.447.581
Publicly-held Company
|
NOTICE TO THE MARKET
Cosan S.A. (B3: CSAN3) (“Cosan”)
and Cosan Logística S.A. (B3: RLOG3) (“Cosan Log”, jointly with Cosan, the “Companies”),
in continuity with the Companies’ Material Fact dated July 3, 2020, and within the scope of analysis that has been conducted
on the corporate restructuring proposal (“Intended Operation”), hereby informs its shareholders and the market
in general that the Companies’ Boards of Directors, in meetings held on this date, approved the creation of Independent Special
Committees (“Independent Committee(s)”, pursuant to Guidance Opinion issued by the Brazilian Securities and
Exchange Commission (“CVM”) No. 35 of September 1, 2008 (“CVM Opinion No. 35/08”)
The Independent Committees of Cosan and
Cosan Log shall be fully composed of independent non-executive members of Cosan and Cosan Log, with renowned experience and technical skills,
as required by CVM Opinion No. 35/08. Cosan’s Board of Directors’ meeting elected Mrs. Patricia Regina Verderesi
Schindler, Mrs. Patricia de Moraes, and Mr. Arthur Piotto Filho and Cosan Log’s Board of Directors’
meeting elected Messrs. Ronnie Vaz Moreira, Cassio Elias Audi, and Bruno Camara Soter.
Mrs. Patricia Verderesi Schindler
has 30-year experience in the financial market, especially in risk management, controls, and structured operations, and
served as JPMorgan Managing Director for the past 10 years, having held regional roles and being Chief Risk Officer for Brazil.
Mrs. Schindler has also worked at Citigroup and Banco Safra, holding positions in business, derivatives, credit, and risk management
areas.
Mrs. Patrícia Moraes is the
founder and partner of Unbox Capital, with 20-year experience in investment banking at JPMorgan in Brazil, also was head of investment
banking and head of corporate banking.
Mr. Arthur Piotto Filho served as
Chief Financial and Investor Relations Officer at CCR S.A. and worked at Grupo Camargo Corrêa SA, in strategic planning,
treasury, structured financing.
Mr. Ronnie Vaz Moreira has experience
in the banking sector, he worked at Bank of Montreal, Pactual, ABN AMRO Bank and Deutsche Bank, and in the corporate sector, at
Petrobras, Globo, Light and Andrade Gutierrez. Currently, Mr. Moreira is a sitting member at the boards of directors of Grupo Baumgart,
Constellation Oil Services Holding, and Andrade Gutierrez.
Mr. Cassio Elias Audi has 27-year
professional experience, he served as a portfolio manager at JP Morgan and CFO at Gillette Brazil (Procter & Gamble), Brookfield
Asset Management, Rossi Residencial S.A. and Península Participações.
Mr. Bruno Camara Soter was one of
the founders of Barbosa, Müssnich & Aragão, in 2009, Mr. Soter became partner and COO of Lazard’s Brazilian
operations. In 2014, Mr. Soter became CEO of Librapar, a position held until 2016, when he founded Sinchro Partners.
Members of the Independent Committees shall
perform the following duties: (a) analyze reports and/or opinions, where applicable, assess all material to be elaborated
in the implementation of Intended Operation; (b) negotiate the swap ratio of CZZ Merger Proposal and Cosan Log Merger
Proposal, as well as other terms and conditions of the Intended Operation; and (c) submit their recommendation to the
Companies’ Boards of Directors to comply with CVM Opinion No. 35/08, defend the interests of related Companies and ensure
that the Intended Operation observes the arm’s length conditions for its shareholders.
The Companies will keep shareholders and
the market in general updated on any development or news in relation to the Intended Operation.
São Paulo, August 4, 2020.
Marcelo Eduardo Martins
Chief Financial and Investor Relations
Officer
No Offer or Solicitation
This communication is for informational
purposes and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Additional Information
This communication is being made in respect
of the proposed corporate restructuring transaction involving Cosan, CZZ and Cosan Log. In connection with the proposed transaction,
Cosan will file with the SEC a registration statement on Form F-4 that will include a prospectus of Cosan for the shares of Cosan
to be issued pursuant to the proposed transaction. Cosan also plans to file other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for any registration statement, prospectus or other documents that Cosan may
file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED
TO READ THE FORM F-4 REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Form F-4 as well as other
filings containing information about Cosan and the proposed transaction will be available without charge at the SEC’s Internet
site (www.sec.gov).
Caution about Forward-Looking Statements
Statements in this communication (or in
the documents it incorporates by reference) that are not historical facts or information may be forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Among other things, these forward looking statements may include
statements regarding the proposed transaction involving Cosan, CZZ and Cosan Log; beliefs relating to value creation as a result
of a proposed transaction involving Cosan, CZZ and Cosan Log; the expected timetable for completing the transaction; benefits and
synergies of the transaction; future opportunities for the combined company; and any other statements regarding Cosan’s,
CZZ’s and Cosan Log’s future beliefs, expectations, plans, intentions, financial condition or performance. In some
cases, words such as “estimate,” “project,” “forecast,” “plan,” “believe,”
“may,” “expect,” “anticipate,” “intend,” “planned,” “potential,”
“can,” “expectation,” “could,” “will,” “would” and similar expressions,
or the negative of those expressions, may identify forward-looking statements. These forward-looking statements are based on Cosan’s,
CZZ’s and Cosan Log’s expectations and beliefs concerning future events and involve risks and uncertainties that may
cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may
be beyond Cosan’s, CZZ’s and Cosan Log’s control. Forward-looking statements in this communication or elsewhere
speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Cosan, CZZ or Cosan
Log to predict these events or how they may affect Cosan, CZZ or Cosan Log. Therefore, you should not rely on any of these forward-looking
statements as predictors of future events. Except as required by law, neither Cosan, CZZ nor Cosan Log has any duty to, and does
not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication
is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed
in any forward-looking statement made in this communication may not occur.
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