Suzano Papel e Celulose Merges With Fibria Celulose

Cleary Gottlieb is representing Suzano Papel e Celulose S.A., one of the largest Brazilian pulp and paper companies, in connection with the merger with Fibria Celulose S.A. (Fibria), another large Brazilian pulp and paper company.

On March 15, 2018, Suzano and its controlling shareholders entered into a voting agreement with Fibria’s controlling shareholders, Votorantim S.A. and BNDES Participações S.A. – BNDESPAR, pursuant to which the parties agree to combine the operations of Suzano and Fibria by means of a corporate reorganization in which Fibria will become a wholly-owned subsidiary of Suzano, and Fibria’s shareholders will receive a combination of cash and newly-issued common shares of Suzano on the closing date of the merger. Suzano has also executed binding financing commitments with certain international financial institutions of up to BRL9.2 billion to finance part of the cash payment and exports of the two companies.

The transaction is subject to approval by the board of directors and the shareholders’ meetings of Suzano and Fibria. The closing of the transaction is also subject to certain conditions, including the approval by antitrust authorities and the listing of Suzano’s American Depositary Receipts (ADRs) on the New York Stock Exchange.