Randoncorp & Frasle Mobility: RAPT3 Tender Offer: Controllers Paying ~65% Premium Through FRAS3 Swap. Positive Trigger for RAPT4

Research evidence excerpt

Randoncorp & Frasle Mobility: RAPT3 Tender Offer: Controllers Paying ~65% Premium Through FRAS3 Swap. Positive Trigger for RAPT4

J P M O R G A N Latin America Equity Research

02 August 2026

Randoncorp & Frasle Mobility

RAPT3 Tender Offer: Controllers Paying ~65%

Premium Through FRAS3 Swap. Positive Trigger for

RAPT4

Randoncorp announced Friday (link here), after market close, that its controlling Latin American Capital Goods

ACshareholder (DRAMD Participações) filed a request with CVM for a voluntary Marcelo Motta

tender offer (OPA) to acquire up to all common shares of Randoncorp (RAPT3, not (55-11) 4950-6712

covered) in free float, in exchange for common shares of Frasle Mobility (FRAS3). marcelo.g.motta@jpmorgan.com

The exchange ratio is fixed at 2.7x RAPT3 shares for every 1 FRAS3 share, Jonathan S. Koutras

implying a price of ~R$12.80 per RAPT3 share based on Friday’s close (calculated (55-11) 4950-3549

as a 45.5% premium over RAPT3 90-day VWAP), translating into a ~65% jonathan.s.koutras@jpmchase.com

Banco J.P. Morgan S.A.

premium to the current price and a record high for RAPT3 shares. Previ, holder of

44.5% of the RAPT3 free float, has already signed an irrevocable undertaking to

tender its full stake. For RAPT4 shares, we see this move as a positive trigger given

RAPT4.SA, RAPT4 BZ

the premium involved. If fully executed, DRAMD will disburse the equivalent of

R$167mn in FRAS3 shares to conclude this tender. Please refer to our takes below. Underweight

Price (31 Jul 26): R$4.90

• Impact for DRAMD (RAPT Controller). The tender offer increases

DRAMD direct ownership of Randoncorp ON shares from 83.05% today to a FRAS3.SA, FRAS3 BZ

range of 90.58% (Previ-only scenario) to 100% (full acceptance), which we

Neutral believe is highly likely given the premium offered.