Enauta Participações S.A. ("Enauta") announces that its Board of Directors unanimously approved, in a
meeting held today, the submission of a merger proposal to the Board of Directors and shareholders of 3R
Petroleum Óleo e Gás S.A. ("3R").
A merger of Enauta and 3R establishes one of the largest and most diversified independent oil and gas
companies in Latin America. The combination results in a balanced, five-year high organic growth portfolio
with ability to add value in an environment of consolidation and resilience to commodity pricing cycles.
The new company offers substantial advantages at operational, commercial, financial, governance, and risk
management levels. Production exceeds 100,000 barrels of oil equivalent, with 2P reserves over 700 million
barrels among a highly complementary and diversified portfolio.
The resulting company will boast a solid balance sheet, eligibility for investment-grade rating, competitive
access to capital, and significant leverage capacity. It will hold a strategic positioning in domestic and
international capital and banking markets.
The combination creates large operational, commercial, and noteworthy capital allocation synergies. The
transaction is expected to increase the combined company’s shares liquidity and its ADTV (average daily
trading volume), leading to a position amongst top listed companies in B3 with potential for expansion to
global indexes. The transaction leverages potential for rapid repricing of securities, surpassing the sum of
the current individual market values of the two companies.
The transaction will lead to state-of-the-art governance, with diversified reference shareholders, a
predominantly independent board of directors with an experienced executive team. There will be growth
opportunities in offshore and onshore operations, mitigating operational, geological and regulatory risks,
complementarity in teams, talent attraction and retention and strong adherence to ESG principles.
Given the two companies strategic assets, scale, and synergies, the combined company will have a
competitive advantage in leading consolidation and development of new businesses across Latin America.
Enauta proposes to exchange shares, optimizing the transaction, with a simplified structure and execution,
eliminating the need for any carve-outs, waiver fees, or restructuring in corporate guarantees. This
proposal is subject to due diligence completion during an exclusivity period of up to 30 days.
The transaction is also subject to customary precedent conditions and any other conditions agreed by the
companies, including (i) satisfactory negotiation of definitive transaction documents, which should include
customary terms and conditions, (ii) transaction approval by shareholders of both companies at respective
extraordinary general meetings, and (iii) legal and regulatory approvals, including approval from Brazil’s
Administrative Council for Economic Defense – CADE.
An Enauta and 3R merger presents a superior transaction compared to that proposed by Maha in a public
letter to 3R’s shareholders, in terms of strategic positioning, governance, tangible synergies and from a risk
management perspective. Results will be promptly and objectively shared across shareholders of both
companies, without hindering a future pursuit of operational synergies identified by Maha in optimizations
with PetroRecôncavo and with other operators, in a model that minimize inefficiencies.
Deal completion does not preclude transactions with other companies in the sector capable of accelerating
value creation to all shareholders. For more information, please refer to the letter sent by Enauta executive
management to the board of directors and shareholders of 3R.