GOL Airlines reported today (24/03) its decision to increase its offer to Smiles shareholders by 17,1%, which increases the implied proposed exchange ratio from 0,825 to 0,966.
Such change implies an offer to Smiles shareholders with the implied price of R$26,14 per Smiles share, based on the unaffected GOL share price on December 7, 2020 of R$27,05. Prior to the announcement of the Reorganization, the unaffected price of SMILES was R$21,73.
Thus, if the Reorganization is approved at the extraordinary general meetings of Gol and Smiles, to be held on March 24, 2021, Smiles shareholders will receive, for each common share issued by Smiles that they own:
- (a) an installment in national currency of R$8,28, adjusted as provided for in the Protocol and Justification; and (b) 0,660 preferred shares issued by GOL, adjusted as provided for in the Protocol and Justification (“Base Exchange Ratio”);
- II) or (a) an installment in national currency of R$21,68, adjusted as provided for in the Protocol and Justification; and (b) 0,165 preferred shares issued by GOL, at the discretion of shareholders holding SMILES shares who, in the latter case, must exercise the option as described in Section 3 of the Protocol and Justification (“Optional Exchange Ratio”).
This new proposal offers Smiles shareholders a representative increase over the unaffected December 7, 2020 price. a increase from 30% to 26,3%.
When compared to the unaffected price, it represents an increase in the offered from 2,7% to 20,3%.
In addition, the revised Reorganization proposal allows GOL to more efficiently meet each investor's consideration preferences, and provides a higher cash component, while maintaining an option to participate more in the potential appreciation of GOL's shares, for means of the Basic Trading Ratio.
The proposed Reorganization reviewed above is the result of negotiations with some of Smiles' largest shareholders, representing preliminary from approximately 25% of Smiles' minority shareholders.
This proposal is part of GOL's plan to integrate Smiles' operations back into GOL, buying back all shares listed on the stock exchange and becoming the company's sole shareholder.
