Cosan Overseas Limited Announces Extension Of The Expiration Date Of The Tender Offer For Any And All Of Its Outstanding 8.250% Perpetual Notes And Related Consent Solicitation

SAO PAULO, Dec. 11, 2014 /PRNewswire/ -- Cosan Overseas Limited ("Cosan Overseas") announced today that it has amended the terms of its previously announced offer to purchase for cash (the "Tender Offer") any and all of its outstanding 8.25% Perpetual Notes (the "Notes") fully, unconditionally and irrevocably guaranteed by Cosan S.A. Industria e Comercio and Cosan Lubrificantes e Especialidades S.A. to extend the Expiration Date (as defined in the Offer to Purchase and Consent Solicitation Statement dated November 17, 2014 (the "Offer to Purchase")) to 5:00 p.m. Central European Time on January 30, 2015.  Holders who validly tender their Notes after the Early Tender Date and prior to the Expiration Date will be eligible to receive the Tender Offer Consideration (as defined in the Offer to Purchase). Consequently, the Final Settlement Date shall fall three business days after the Expiration Date, or as promptly as practicable thereafter. All other terms and conditions of the Tender Offer remain unchanged.

Holders who have tendered their Notes pursuant to the Offer are being given the opportunity to withdraw their tendered Notes and revoke their consents to certain proposed amendments to the related indenture until 5:00 p.m., New York City time, on December 30, 2014 (the "Withdrawal Deadline"). Holders who validly withdraw their Notes and thereby revoke their consents prior to the Withdrawal Deadline ("Withdrawing Holders") will not receive any consideration for their Notes. Withdrawing Holders who wish to re-tender their Notes and re-deliver their consents in order to receive the Tender Offer Consideration (as defined in the Offer to Purchase) must validly re-tender their Notes at or prior to the Expiration Date. The right to withdraw tendered Notes and the right to revoke consents will expire at the Withdrawal Deadline except under certain limited circumstances. Holders who do not withdraw their tendered Notes prior to the Withdrawal Deadline, or Withdrawing Holders who re-tender their Notes prior to the Expiration Date, will be deemed to have consented to this amendment to the Offer.  If the Tender Offer is consummated, holders who validly tendered their Notes prior to 5:00 p.m. Central European Time, on December 1, 2014, and who do not withdraw their tendered Notes prior to the Withdrawal Deadline will receive the Total Consideration (as defined in the Offer to Purchase). 

Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. We have the right, in our sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation (as described in the Offer to Purchase) at any time. We reserve the right, in our sole discretion, not to accept any tenders of Notes for any reason.

The terms and conditions of the Tender Offer and Consent Solicitation, as well as the proposed amendments to the indenture, are described in the Offer to Purchase and Consent Solicitation Statement, dated November 17, 2014. Copies of the Tender Offer and Consent Solicitation are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the "Tender and Information Agent"). Requests for copies of the Tender Offer and Consent Solicitation should be directed to the Tender and Information Agent in New York at (888) 644-6071 (U.S. toll free) or (212) 269-5550 (collect); in London at +44 (20) 7920-9700 (collect); or at cosan@dfking.com.

We have retained Banco Bradesco BBI S.A., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Santander Investment Securities Inc. to each act as Dealer Manager and Solicitation Agent in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Bradesco at +1 (212) 888-9145, BofA Merrill Lynch at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), Itau BBA at +1 (888) 770-4828 (toll free), Morgan Stanley at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect) and Santander at +1 (212) 940-1442.

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and this document and the Tender Offer and Consent Solicitation have not been reviewed or approved by the Luxembourg Financial Sector Regulator (the Commission de Surveillance du Secteur Financier). No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase.  Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer and Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction.  No recommendation is made as to whether holders should tender their Notes or deliver consents. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.