Sabesp closes R$682.6M EMAE control acquisition
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp completed the acquisition of 11,009,550 common shares of EMAE, representing approximately 74.9% of EMAE’s voting capital and about 29.79% of its total capital.
Rhea-AI Filing Summary
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp completed the acquisition of 11,009,550 common shares of EMAE, representing approximately 74.9% of EMAE’s voting capital and about 29.79% of its total capital. The shares were acquired from Vórtx, acting as trustee for debentureholders of Phoenix Água e Energia S.A., at a price of R$62.00 per share, for a total cash payment of R$682,643,113.65, with no post-closing price adjustment.
Following this change of control, Sabesp will, within 30 days, apply for registration of a mandatory public tender offer to acquire EMAE’s remaining common shares, as required by Brazilian corporate law. Sabesp also states that it does not intend to cancel EMAE’s publicly-held company registration within one year and has made no decision on any potential corporate reorganization involving the two companies.
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Insights
Sabesp takes control of EMAE and triggers a required tender offer.
Sabesp has closed the purchase of 11,009,550 EMAE common shares, a stake that gives it approximately 74.9% of EMAE’s voting capital and around 29.79% of total capital. The transaction price was R$62.00 per share, for an aggregate cash payment of R$682,643,113.65, and the price is explicitly stated as not subject to post-closing adjustment.
By acquiring control, Sabesp must comply with Brazilian rules that require a public tender offer for the remaining common shares following a transfer of control. The company indicates it will submit the application for this tender offer within 30 days of the transaction closing, under Article 254-A of the Brazilian Corporation Law, but the excerpt does not specify terms such as price or size for that offer.
Sabesp also notes that it does not currently plan to cancel EMAE’s registration as a publicly-held company within one year and has not reached any decision on a possible corporate reorganization between Sabesp and EMAE. Future disclosures in company communications may provide more detail on integration steps, the tender offer structure, and any longer-term corporate actions.
FAQ
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What transaction did SABESP (SBS) disclose in this Form 6-K?
Does SABESP plan to cancel EMAE’s registration as a publicly-held company?
Has SABESP decided on any corporate reorganization with EMAE?
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PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
São Paulo, S.P., 05429-900
Federative Republic of Brazil
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
in paper as permitted by Regulation S-T Rule 101(b)(7)__.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
registrant in connection with Rule 12g3-2(b):
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
PUBLICLY-HELD COMPANY
CNPJ 43.776.517/0001-80
NIRE nº 35.3000.1683-1
MATERIAL FACT
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (the “Company”), in compliance with the provisions of the Brazilian Securities Commission (“CVM”) Resolution No. 44, of August 23, 2021, as amended, (“Resolution CVM 44”) and further to the material facts disclosed on October 5, 2025 and January 20, 2026, hereby informs its shareholders and the market in general that today the transaction closed involving the acquisition of 11,009,550 (eleven million, nine thousand, five hundred and fifty) common shares issued by Empresa Metropolitana de Águas e Energia S.A. – EMAE (“EMAE”), representing approximately 74.9% (seventy-four point nine percent) of the voting capital and approximately 29.79% (twenty-nine point seventy-nine percent) of EMAE’s total capital (the “Transaction”), pursuant to the share purchase agreement entered into with Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda. (“Vórtx”), in its capacity as trustee, representing the pool of debentureholders of the First Issuance of Simple, Non-Convertible, Secured Debentures, with Additional Surety, in a Single Series, for Private Placement, of Phoenix Água e Energia S.A.
On this date, the Company paid Vórtx a price per acquired common share of R$62.00 (sixty-two reais), in cash (as result of the application of the CDI on the amount of R$ 59.33 (fifty-nine reais and thirty-three centavos) disclosed in the Material Fact dated October 5, 2025), totaling R$ 682,643,113.65 (six hundred eighty-two million, six hundred forty-three thousand, one hundred thirteen reais and sixty-five centavos). The Company clarifies that the amount paid to Vórtx is not subject to post-closing adjustments.
As a result of the closing of the Transaction, pursuant to the applicable regulations, within 30 (thirty) days from this date, the Company will submit to the CVM the application for registration of a public tender offer for the acquisition of the remaining common shares issued by the Company due to the transfer of control, pursuant to Article 254-A of the Brazilian Corporation Law.
The Company also informs that, as of this date, it does not intend to cancel EMAE’s registration as a publicly-held company within a period of 1 (one) year (period sets forth in item (vii) of article 10 of the CVM Resolution 44), nor any decision regarding a potential corporate reorganization involving EMAE and the Company.
The Company will keep its shareholders and the market in general informed of any material developments related to the subject matter of this Material Fact.
São Paulo, January 21, 2026
DANIEL SZLAK
Chief Financial and Investor Relations Officer
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
| By: | /s/ Daniel Szlak
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Name: Daniel Szlak
Title: Chief Financial Officer and Investor Relations Officer |
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