By Brazil Stock Guide – Orizon Valorização de Resíduos SA (ORVR3 BZ) completed the merger of Holding Vital, creating what the company says is the largest waste recovery and circular economy platform in Latin America.
The transaction, approved at an extraordinary shareholders’ meeting on June 8, was closed after the fulfillment of conditions set out in the merger protocol and association agreement, according to a material fact released by Orizon.
The combined company will operate an integrated waste platform spanning urban cleaning, collection, proper disposal, recyclable raw materials, biogas, biomethane, renewable energy and carbon credits. Orizon said the deal expands its role across several stages of the waste value chain.
With Vital incorporated, Orizon said it now has 30 eco-parks in 15 Brazilian states, treating more than 14 million tons of waste a year and serving about 40 million people. The operation includes around 15,000 professionals and reinforces the company’s scale in Latin America’s waste management market.
The merger led to the approval of a 3.31 billion-real capital increase through the issuance of 41.2 million new common shares. Orizon also approved the issuance of 5.65 million warrants as an additional benefit to the subscriber of the new shares under the transaction.
The new Orizon shares and warrants were subscribed by Gama Fundo de Investimento em Participações – Multiestratégia, the sole shareholder of Holding Vital. The securities are set to start trading on B3 on the first business day after the disclosure of the material fact, subject to the shareholders’ agreement among the controlling shareholders.
Orizon said the combined company had net revenue of 2.8 billion reais, Ebitda of 1.1 billion reais and net income of 439 million reais in the 12 months ended March 31, considering Vital’s ownership interests in its assets. The figures include adjustments related to Brazil’s ICPC-01 accounting standard.
The company said the economic and financial terms of the transaction, including pro forma financial information, were detailed in documents prepared for the extraordinary shareholders’ meeting and made available through Orizon’s investor relations website, B3 and Brazil’s securities regulator, the CVM.
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