ALL Holdouts Said in Talks Opening Door to $3 Billion Cosan Bid

ALL-America Latina Logistica SA (ALLL3)’s controlling shareholders are advancing in talks to support a $3 billion takeover offer by Brazilian ethanol maker Cosan SA Industria & Comercio, said two people involved in the process.

An agreement may be reached by the end of the month, according to one of the people, who asked not to be identified because the talks are private. ALL, based in Curitiba, has until April 5 to accept or reject the offer, which values its shares at 10.184 reais each, a 56 percent premium on the Feb. 21 close, the day before the proposal was announced. ALL has gained 10 percent in Sao Paulo trading to 7.14 reais since then.

Pension fund shareholders including Previ, which rejected a Cosan (CSAN3) offer in 2012 to buy a stake, are pushing for better terms as they assess the value of the logistics assets that Cosan is offering as payment, said the people.

So far four of seven investors in ALL’s controlling group have agreed to Cosan’s offer -- private holders Julia Dora Arduini, her husband Riccardo Arduini, Wilson de Lara and Brazil’s state-owned development bank, with a combined 69.6 percent of controlling shares.

Backing from any of the three funds in the controlling group -- Previ, Caixa Economica Federal’s pension fund Funcef and BRZ Investimentos -- would be enough to reach the 75 percent of the controlling shares needed for approval, one of the people said.

A press official at Previ, who asked not to be named citing internal policy, declined to comment. Officials representing BRZ and Funcef didn’t reply to calls and e-mails seeking comment.

Valuation Discussion

Pension funds are discussing the share exchange ratio, both people said. Cosan is not involved in the current talks, they said.

Press officials representing Cosan and ALL declined to comment.

The funds are hiring their own financial adviser, Plural, said another person with knowledge of the deal, while Sao Paulo-based Estater is advising ALL.

Cosan, the world’s biggest sugar-cane processor, and ALL engaged in a legal dispute before the offer was presented. Cosan said ALL wasn’t hauling its sugar fast enough while ALL said its growth is tied to the port expansions and that it has made good on delivery contracts.

Cosan, based in Sao Paulo, has an ethanol production and fuel distribution joint venture with Royal Dutch Shell Plc.

To contact the reporter on this story: Gerson Freitas Jr. in São Paulo at gfreitasjr@bloomberg.net

To contact the editors responsible for this story: James Attwood at jattwood3@bloomberg.net Carlos Caminada

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