Suzano announces final approval of the merger with Fibria

Suzano Papel e Celulose announces that it has received approval from the European Commission to complete the process of combining operations and shareholder bases with Fibria. Terminated the competitive assessment phase by regulators, companies are ready to follow through with the completion of the transaction. The reorganization will be completed in 14 January 2019, creating the fourth most valuable company of Brazil (excluding financial firms). "We're about to turn a dream into a historic achievement for Brazil. Join the best operational practices and sustainability of the two companies, the greatest talents and the most relevant innovation projects with a focus on renewable sources, "says President Walter Schalka. The company will have a new brand and will be called Suzano from the completion of the reorganization. Walter Schalka will be the President and you will have at your side the following directors: Alexander Chueri, Aires Gallardo, Carlos Aníbal, Christian Orglmeister, Fabio Prado, Fernando Bertolucci, Leonardo Grimaldi, Malu P, Marcelo Bacci, Mariano Zavattiero, Pablo Machado and Vinícius Nonino. Suzano will have production capacity of 11 million tons of market pulp and 1.4 million tons of paper per year. The company will feature approximately 37000 direct and indirect employees and 11 manufacturing plants, able to supply more than 90 countries and generate an export volume of $26 billion in the last 12 R months ended 30 September 2018. Between January and September this year, the two companies reached $10.1 billion in operational R and R $24.5 billion in net revenue, two historical records in the industry. Together, have already invested R $4.9 billion in first nine months of this year, numbers that prove their commitment to the development of Brazil. The transaction will be completed according to plan announced on 16 March 2018, when the agreement was signed which gave rise to the transaction. On 13 September 2018, shareholders of Suzano and Fibria approved the terms of the reorganization at their respective extraordinary General Meetings. All the other conditions precedent to the merger of Suzano and Fibria has been verified. The reorganization was approved without restrictions by the competition authorities in the United States (31/05), China (31/08) and Turkey (06/09). In Brazil, the agreement received endorsement of the CADE-Administrative Council for economic Defense-(11/10) and the ANTAQ – National Agency of waterway transportation-(14/11), also with no restrictions. On 29/11 day, Europe's competitive authority also approved the reorganization decision subject to early closure of the contract for supply of short-fiber pulp between Fibria and Klabin S.A. The corporate restructuring provides a series of steps for your implementation. Each shareholder of Fibria will receive, for each common share, 0.4611 common share issued by Suzano and R $52.50, adjusted as provided for in the Protocol and justification of Merger approved by shareholders. The final total amount to be paid on the date of consummation of the operation, on 14 January, will be released to the market on the day 10 January. As to the origin of the resources to be paid to the shareholders of Fibria, Suzano has entered into commitments to international financial institutions for financing procurement worth a total of $ $9.2 billion, of which US $ $6.9 billion in a bridge loan with period of three years, and the remaining $ $2.3 billion in financing with a maturity of six years. The resources provided in the operation of bridge loan formalized in March, however, were replaced throughout the year for new captures with more attractive conditions. Due to the strong cash generation for the period, the need for funding for the transaction was less than initially planned. As a result of the operation announced in March this year, Suzano's shares will be traded on the New York Stock Exchange (NYSE) and Fibria's shares will no longer be traded on the B3 and the end of the day on the NYSE on January 3. The ADSs are traded on the NYSE the Suzano from 10 January. After the completion of the merger, Suzano begins to tread a new path into the future. "We are very motivated by the continuing challenge in turning to generate even more positive impacts to society," says Walter Schalka.