Brazil's Cosan S.A. Industria E Comercio Announces Commencement of Waiver Solicitation.SAO Sa´o n. 1. (Zool.) Any marine annelid of the genus Hyalinæcia, especially H. tubicola of Europe, which inhabits a transparent movable tube resembling a quill in color and texture. PAULO, Brazil -- Cosan S.A. Industria e Comercio ("Cosan") announced today that it has commenced a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual to seek waivers (the "Waiver Solicitation") to certain provisions of the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing its 9.00% Senior Notes due 2009 (the "Notes"). The waivers would allow Cosan to transfer all of its equity interest in its 99.9% owned subsidiary, Amaralina Agricola Ltda. ("Amaralina"), to certain of Cosan's shareholders. This transfer is one of a series of transactions that is part of a corporate reorganization that Cosan expects to further streamline its consolidated corporate structure. In connection with the transfer of Cosan's interests in Amaralina, Cosan, Amaralina and the other parties thereto will enter into a supplemental indenture which will provide that Amaralina will, jointly and severally Jointly and Severally 1. A legal term describing a partnership in which individual decisions are bound to all parties involved and thus undivided. 2. A term used in underwriting syndicates to refer to the distinct responsibility of individual companies to sell a certain with the existing guarantors, guarantee all of Cosan's obligations in respect of the Notes (the "Amaralina Guarantee") and that Amaralina will be bound by certain restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. comparable to those currently binding Cosan. Details of the Waiver Solicitation are contained in Cosan's Solicitation Statement, dated June 14, 2005, and the related Waiver Letter, which are being sent to holders of the Notes. The record date for the Waiver Solicitation is June 13, 2005. The Waiver Solicitation will expire at 5:00 pm (New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time) on June 24, 2005, unless extended. Cosan will pay to holders of Notes a waiver fee of $2.50 per $1,000 principal amount of Notes in respect of which a waiver has been granted, assuming the satisfaction of the terms and conditions described in the Solicitation Statement. Payment of any such fee will be made following the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. . Cosan reserves the right to modify the Solicitation Statement and the terms and conditions of the Waiver Solicitation or to terminate the Waiver Solicitation. THIS PRESS RELEASE IS NOT A SOLICITATION OF WAIVERS WITH RESPECT TO ANY NOTES. THE WAIVER SOLICITATION IS BEING MADE SOLELY BY THE SOLICITATION STATEMENT. THE AMARALINA GUARANTEE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain statements made in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, statements about the benefits of certain transactions to be undertaken following the Waiver Solicitation, are based on Cosan's estimates and assumptions and on currently available information. The forward-looking statements include information concerning Cosan's possible or assumed future results of operations, and Cosan's actual results may differ significantly from the results discussed. Forward-looking information is intended to reflect opinions as of the date this release was issued and such information will not necessarily be updated by Cosan. |
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