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Apresentação rumo e all eng
- 1. ASSOCIATION RUMO & ALL
- 2. 2 DISCLAIMER This presentation contains estimates and forward-looking statements regarding our strategy and opportunities for future growth. Such information is mainly based on our current expectations and estimates or projections of future events and trends. which affect or may affect our business and results of operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions. they are subject to several risks and uncertainties and are made in light of information currently available to us. Our estimates and forward-looking statements may be influenced by the following factors. among others: (1) general economic. political. demographic and business conditions in Brazil and particularly in the geographic markets we serve; (2) inflation. depreciation and devaluation of the real; (3) competitive developments in the ethanol and sugar industries; (4) our ability to implement our capital expenditure plan. including our ability to arrange financing when required and on reasonable terms; (5) our ability to compete and conduct our businesses in the future; (6) changes in customer demand; (7) changes in our businesses; (8) government interventions resulting in changes in the economy. taxes. rates or regulatory environment; and (9) other factors that may affect our financial condition. liquidity and results of our operations. The words “believe”. “may”. “will”. “estimate”. “continue”. “anticipate”. “intend”. “expect” and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information. future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties described above the estimates and forward-looking statements discussed in this presentation might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to. inclusive. but not limited to the factors mentioned above. Because of these uncertainties you should not make any investment decision based on these estimates and forward-looking statements.
- 3. 3 Transaction Rationale Cosan believes in value creation from the association of the companies Integrated logistics solutions (rail / port) Strategic located assets Relevant operational synergies Efficient cargo handling management Creation of the largest logistics company in Latin America
- 4. 4 Transaction Structure Key Aspects of the Transaction Overview Composition of the Board of Directors Association of Rumo and ALL”s business through the Association of Rumo and ALL”s business through the incorporation of all of ALL’s of all of ALL’s shares by Rumo incorporation shares by Rumo BRZ 1 Member FUNCEF 1 Member PREVI 9 Members 1 Member Júlia / Riccardo Arduini 1 Member Wilson Delara 1 Member Stake on the New Company 36.5% Rumo’s Shareholders 63.5% ALL x 36.5% Rumo 63.5% ALL’s Shareholders 1 Member Rumo’s Listing 1 Member New Company to be listed in Bovespa (Novo Mercado) New Company to be listed in Bovespa (Novo Mercado) Other Considerations BNDES (i) Rumo’s listing in Bovespa (Novo Mercado) (ii) Regulatory approvals from CADE and ANTT (iii) Corporate and third parties approvals are required 1 Member
- 5. 5 Proposed Transaction Structure Current Shareholder Structure BNDES 75.0% 12.5% BRZ 12.1% 12.5% PREVI 3.9% 4.8% Julia Arduini FUNCEF 3.8% Riccardo Arduini 5.6% GMI 4.9% 0.8% Shareholder Structure Post-Transaction ALL (ex-float and BNDES) 27.4% 4.6% 4.6% 22.9% Free Float 40.5% Free Float 64.0%
- 6. 6 ALL The Largest Independent Logistics Company in Latin America Highlights Operational Features 12,900 km of rail tracks Volume Carried: (billion RTK) 62.2% 100% 916 2 Locomotives2 80% of Brazil’s agricultural exports 80% of Brazil’s GDP comes from regions covered by ALL’s rail network 4 of the most active ports in the 43.0 45.2 2011 26,819 Rail cars 2012 44.7 33.3 9M12 9M13 47.5 9M12 50.4% 33.2 37.8 2013E1 65.0% 9M13 Volume Containers Carried (thousand containers) 46.1 2011 Driven Km (million Km) 51.6 2012 63.8 2013E 1 MT 64.0 74.0 78.2 2011 2012 2013E1 54.4 GO 60.2 9M12 BA 9M13 MG MS country SP PR SC Notes: 1 According to Material Fact released by ALL in February 5th, 2014 2 Does not consider assets owned by Rumo and operated by ALL (929 railcars and 50 locomotives) RS
- 7. 7 RUMO Integrated logistic solution Competitive Advantages Lower Cost vs. Trucks Discharging Capacity (thousand tons / day) 65.1² Competitive prices More Flexibility & Reliability Operational Highlights1 Performance and capacity to provide on-time services guarantee Full logistics services: warehousing, transportation and elevation PRODUCTION SITES 24.0 28.5 28.5 28.5 30.9 09/10 10/11 11/12 12/13 41.1 13/14 E Loading capacity (million tons / year) 16.5 TRANSSHIPMENTS HUBS 17.1 Storage Availability 14.4 +1 million tonnes of static capacity Warehouses located in the countryside and in Port of Santos Complete and Integrated Solution 14.4 14.4 09/10 10/11 11/12 RAILROAD 13/14 E 423 Port Static Capacity (thousand tons) 12/13 423 PORTS One-stop shop from mill to ship Specialized logistic team to agricultural commodities export Notes: 1 Considers fiscal years closing in March 2 Total discharge capacity after investments in the port 360 360 360 09/10 10/11 11/12 12/13 13/14 E Additional discharge capacity after investments in the port
- 8. 8 Cosan’s View for the New Company Companies Capacity World leader in logistics for sugar exports Largest independent logistics company in Latin America Static Capacity: 1 mm / ton 2 berths, 11 warehouses, 12 discharging grids (rail and trucks) 50 Locomotives, 929 rail cars 52% market share of sugar terminals at Santos port 4 rail concessions 12,900 km of rail tracks 916 Locomotives 26,819 rail cars 80% of Brazil’s agro exports Sum-of-the-parts LTM 3Q2013 Financial Highlights LTM 3T2013 R$ MM LTM 3T2013 Net Revenues 785.4 Net Revenues 289.6 EBITDA 1,823.2 Cash 556.0 Cash 2,321.1 Total Debt 730.4 Total Debt 6,395.5 Net Debt 174.4 Net Debt 4,074.4 2,112.8 Net Debt 4,248.8 3,659.8 EBITDA 4,445.2 EBITDA R$ MM Net Revenues Net Debt / EBITDA 0.6x Net Debt / EBITDA 2.2x Net Debt / EBITDA 2.0x
- 9. 9 Cosan believes the potential combination of Rumo and ALL would create value Integrated logistics business model Rumo and ALL’s management teams have strong expertise in logistics and railroads Administrative and operational synergies (wharehouses, equipment, personel, yards and services) Higher cash flow generation, resulting in decreasing leverage levels and higher funding availability for new investments Railways capacity optimization Current bottlenecks relief Solid shareholders base to lead the Company’s new expansion phase