Randon (RAPT4.SA): Controlling Shareholder Launches Exchange Offer for RAPT3 at 65% Implied Premium

Research evidence excerpt

Randon (RAPT4.SA): Controlling Shareholder Launches Exchange Offer for RAPT3 at 65% Implied Premium

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03 Aug 2026 07:54:43 ET │ 11 pages

Randon (RAPT4.SA)

Controlling Shareholder Launches Exchange Offer for RAPT3 at 65%

Implied Premium

CITI'S TAKE Buy

Price (31 Jul 26 18:00) R$4.90 Randoncorp’s controlling shareholder announced a voluntary exchange

Target price R$7.00 offer to acquire up to 100% of free-float RAPT3 shares at a fixed exchange

ratio of 1 FRAS3 share / 2.7 RAPT3 shares. Based on Friday’s closing price Expected share price return 42.9%

of FRAS3 (R$21.17), the offer implies a value of R$7.84 per RAPT3 share, Expected dividend yield 0.0%

representing a 65% premium to Friday’s close of R$4.74. Importantly, the Expected total return 42.9%

transaction will be settled with existing FRAS3 shares, implying no Market Cap R$1,694M

dilution for Frasle shareholders, while Previ has already committed to US$334M

tender its full stake, corresponding to 44.5% of the free float. Although

RAPT4 is not included in the offer, we believe it will be repriced accordingly

given their substantially identical economic exposure. The key debate

remains the strategic rationale for limiting the transaction to voting shares Andre Mazini, CFAAC

and whether this could represent a first step toward a broader corporate +55-11-4009-2017

reorganization. andre.mazini@citi.com

Kiepher Kennedy

Transaction overview – The controlling shareholder (DRAMD Participações) filed a +55-11-4009-2641

voluntary tender offer to acquire up to all outstanding RAPT3 shares using existing kiepher.kennedy@citi.com

FRAS3 shares as consideration. The offer covers ~21.3mn outstanding common Piero Trotta

shares, with Previ already committing to tender its entire 9.5 million-share stake, +55-11-4009-7781