Suzano S.A 6-K, filed Sep 29, 2023
Suzano S.A. (SUZ)
About this 6-K
Suzano S.A filed this 6-K on September 29, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2023.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ⌧ Form 40-F ◻
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ◻
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ◻
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 29, 2023 | | |
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SUZANO S.A. | ||
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By: | /s/ Marcelo Feriozzi Bacci | |
Name: | Marcelo Feriozzi Bacci | |
Title: | Chief Financial and Investor Relations Officer |
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EX99_1
SUZANO S.A.
Publicly Held Company with Authorized Capital
CNPJ/MF No 16.404.287/0001-55
NIRE No. 29.300.016.331
MATERIAL FACT
São Paulo, September 29, 2023 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3 / NYSE: SUZ), pursuant to Paragraph 4 of Section 157 of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”), CVM Resolution No. 44 of August 23, 2021, as amended, and Section 3 of CVM Resolution No. 78 of March 29, 2022, informs its shareholders and the market in general that its management will submit to the approval of the shareholders, in an Extraordinary General Shareholders’ Meeting to be held on October 31, 2023, at 10 a.m. (“EGSM”), the merger, by the Company, of MMC Brasil Indústria e Comércio Ltda. (“MMC”), previously owned by Kimberly-Clark Brasil Indústria e Comércio de Produtos de Higiene Ltda. and acquired by Suzano S.A. on June 01, 2023, according to a Notice to the Market published on the same date, with the transfer of MMC’s net equity to the Company and its consequent termination (“Merger”), in terms presented in the form of Exhibit I to the present material fact.
As informed in the Call Notice for the EGSM made available to the Shareholders on this date, the Company’s management decided to hold the EGSM exclusively in digital form, pursuant to CVM Resolution No. 81 of March 29, 2022.
São Paulo, September 29, 2023.
Marcelo Feriozzi Bacci
Chief Financial and Investor Relations Officer
SUZANO S.A.
Publicly Held Company with Authorized Capital
CNPJ/MF No 16.404.287/0001-55
NIRE No. 29.300.016.331
EXHIBIT I
Information on the Merger
(in the form of Exhibit A to CVM Resolution No.78/22)
| (b) | Activities. Suzano is engaged, and will continue to be engaged after the Merger, primarily in the (a) manufacture, trade, import and export of pulp, paper and other products originated from the transformation of forest materials, including their recycling, as well as wood and products related to the printing industry; (b) formation and commercial operation of homogenous forests, company-owned or owned by third parties, directly or through contracts with companies specializing in forest cultivation and management; (c) provision of services, and import, export and commercial operation of assets related to the Company’s purposes; (d) transportation, by itself or by third parties; (e)holding interest as a partner or shareholder in any other company or project; (f) operation of port terminals; (g) generation and sale of electricity; (h) rendering of waterborne transport services by means of cabotage and inland navigation, as well as auxiliary activities such as maritime operations and signaling; (i) rendering of port operator services for the movement and storage of goods, for or deriving of waterborne transport, within the organized port area; and (j) operation of airports and landing fields. |
The transaction consists of the merger of MMC into Suzano, under the terms and conditions set forth in the Protocol and Justification Instrument of the Merger, entered into by and between Suzano’s and MMC’ managements on September 28, 2023 (“Merger Agreement”).
As a result of the Merger, MMC will cease to exist and be succeeded by the Company in all its rights and obligations, in accordance with Section 227 of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”). The Merger will not result in a capital increase of Suzano.
The Merger intend to allow for efficiency and synergy improvements stemming from the reduction of overall operational, logistical and administrative costs, as well as result in management optimization and simplification of the corporate structure.
As indicated in item 2 above, the Merger will enable efficiency and synergy improvements stemming from the reduction of overall operational, logistical and administrative costs, as well as result in management optimization and simplification of the corporate structure.
The Company estimates that the costs of carrying out the Merger are in the order of approximately two hundred thousand Brazilian reais (R$ 200,000.00), including expenses with publications, records, auditors, appraisers, lawyers and others professionals engaged to advise on the transaction.
The Merger does not represent an additional risk factor for the Company, and the information described in “Section 4 - Risk Factors” of the Company’s 2023 Reference Form (version 3) remains valid and current.
The Merger shall not result in a capital increase of Suzano and, consequently, there will be no exchange ratio of units/shares, in view of the fact that the Company directly holds one hundred percent (100%) of MMC’s equity capital.
Not applicable. Please refer to item 4 above.
Not applicable.
The consummation of the Merger is not subject to any approval by Brazilian or foreign authorities.
Considering the answer to item 4 above, and in view of the decision of the Board of Commissioners of the Brazilian Securities and Exchange Commission, rendered on February 15, 2018 in connection with Proceeding SEI No. 19957.011351/2017-21, Section 264 of the Brazilian Corporate Law is not applicable to the Merger, thus, it will not be necessary to prepare the reports referred to in said provision.
The Merger shall not grant the right of withdrawal to dissenting shareholders of Suzano, in connection with the Merger, provided that the applicable law limits such right to member-owners of the company to be merged, and the Company directly holds one hundred percent (100%) of MMC’s equity capital.
The appraisal report, prepared in accordance with the financial statements, have as reference date July 31, 2023 (“Base Date”).
The managers of the Company and MMC engaged the specialized company Apsis Consultoria e Avaliações Ltda., a company enrolled with CNPJ/MF under No. 08.681.365/0001-30, with head offices in the City of Rio de Janeiro, State of Rio de Janeiro,
at Rua do Passeio, No. 62, 6th floor, Centro, ZIP Code 20021-290 (the “Appraiser”), to prepare MMC’s net equity appraisal report, at its book value (“Appraisal Report”). The appointment and engagement of the Appraiser will be submitted for ratification by the EGSM, under the terms of the first Paragraph of Section 227 of the Brazilian Corporate Law.
Pursuant to the Appraisal Report, MMC’s net equity for purposes of the Merger totals five hundred seventy million, one hundred and ninety-five Brazilian reais and ninety-two centavos (R$ 570,000,195.92), which constitutes the total net asset transferred to Suzano.
The Merger Agreement, the Management Proposal for the EGSM and the Appraisal Report prepared for the purposes of the Merger will be available to the Company’s Shareholders as of this date, at the Company’s headquarters, in Suzano’s investor relations website, (ri.suzano.com.br ), as well as on the websites of CVM and B3 S.A.’s – Brasil, Bolsa, Balcão (www.b3.com.br).
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