Business Combination of Omega Geração and Omega Desenvolvimento
On September 24, 2021, the Board of Directors of Omega Geração S.A. (“Omega Geração”) approved, by unanimous decision of the independent members and with the abstention of the other directors, the proposed business combination between Omega Geração and Omega Desenvolvimento S.A. (“Omega Desenvolvimento”) which will (i) create Omega Energia (“Omega Energia” or “Omega”), an integrated company that is born with the mission of providing digital, simple and sustainable energy and (ii) will bring Omega closer to its ambition of surpassing 4,500 MW operational by December 2024.
Transaction Structure and Exchange Ratio
On October 7, 2021, the Board of Directors of Omega Geração changed the exchange ratio, as follows:
- A value of R$40.00 was attributed to each share of Omega Geração, corresponding to R$7,863,888,040.00 in equity value;
- A equity value of R$ 1,966,000,000.00 was attributed to Omega Desenvolvimento;
- Omega Desenvolvimento’s value reduction leads Omega Geração to correspond to 80% of Omega Energia (previously 74.4%) and Omega Desenvolvimento to 20% of Omega Energia (previously 25.6%) after the Business Combination.
The shareholders meeting that will decide on the business combination has been called for October 28, 2021.
The decision to carry out the business combination will fall exclusively to the non-controlling shareholders of the Company, in line with the best corporate governance practices and in compliance with CVM Guidance Opinion No. 35.
Information about the Business Combination
For additional information
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