By Brazil Stock Guide – Tegma Gestão Logística (B3: TGMA3) has agreed to acquire a 70% stake in Transcopa for R$99.4 million, expanding its presence in integrated logistics, solid bulk cargo and port services on the coast of São Paulo state.
The transaction values Transcopa at R$142 million on a net debt-free basis. In 2025, the company generated net revenue of R$98 million and EBITDA of R$22 million, representing a 23% margin, according to unaudited figures reviewed during the due diligence process. That implies a valuation of roughly 6.5 times 2025 EBITDA.
Founded in 1964, Transcopa primarily serves customers in the chemicals and grains industries. Transportation accounts for about 55% of its revenue, while port cargo-handling services represent 30% and warehousing the remaining 15%.
The company operates approximately 27,000 square meters of warehousing space in Caraguatatuba and at the Port of São Sebastião. It also owns a fleet of 100 trucks and trailers. Gross financial debt stood at approximately R$6 million at the end of 2025.
Tegma described the acquisition as a “vertical integration move” that complements the operations of its special cargo unit in Cubatão. The combination is also expected to expand Tegma’s exposure to segments such as barley, malt and project cargo, while creating cross-selling opportunities and improving the utilization of trucks, silos and warehouses.
Although relatively modest at the group level, Transcopa is material to the business Tegma is seeking to expand. Tegma’s Integrated Logistics division generated net revenue of R$88.4 million and EBITDA of R$15.6 million in the first half of 2026. Based on annualized first-half figures, Transcopa is equivalent to approximately 55% of the division’s revenue and 70% of its EBITDA.
The transaction also advances Tegma’s diversification away from automotive logistics, which still accounts for the bulk of its results. In the second quarter, the Automotive Logistics division generated R$692.9 million of Tegma’s R$740.1 million in consolidated net revenue.
The purchase price will be paid in cash at closing, using a combination of Tegma’s own funds and bank financing. The company ended June with net cash of R$56 million, suggesting that the acquisition is likely to increase leverage, although its balance sheet remains relatively conservative.
The existing shareholders will retain the remaining 30% of Transcopa. A shareholders’ agreement will include put and call options covering that stake, exercisable during the first quarter of 2030. Transcopa’s current owner and CEO will remain in management and lead the integration and pursuit of synergies with Tegma.
Closing remains subject to customary conditions, including clearance from Cade, Brazil’s antitrust regulator. Because the acquisition is being carried out through a Tegma subsidiary, it will not require a shareholder vote or trigger withdrawal rights. The financial terms of the options covering the remaining 30% were not disclosed.
Leave a Reply