Sabesp (SBS) files to buy up to 3.7M EMAE shares at R$49.46
Rhea-AI Filing Summary
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp has filed for registration of a public tender offer to buy up to 3,695,800 common shares of EMAE – Empresa Metropolitana de Águas e Energia S.A.. These shares represent 10.0% of EMAE’s total capital and 25.13% of its voting capital, excluding shares already held by Sabesp or in treasury.
The tender offer price is R$49.46 per share, equal to 80% of the R$61.83 per-share amount Sabesp paid in the direct sale of EMAE’s control, in which it acquired 11,009,550 common shares and 29,950 preferred shares for a total of R$682,643,113.65. The tender price will be updated by the SELIC rate from January 21, 2026 until settlement. Sabesp states it will keep shareholders informed about relevant developments.
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Insights
Sabesp follows Brazilian control-sale rules with a priced tender for EMAE minorities.
Sabesp has requested registration of a mandatory-style tender offer for up to 3,695,800 EMAE common shares after acquiring control. The offer targets remaining minority holders, excluding shares already held by Sabesp or in treasury, and is tied to Brazilian corporate law requirements on control transfers.
The offer price of
The consideration will be indexed by the SELIC rate from the control-closing date to the tender settlement date, which aligns the economic terms over time. Actual impact on Sabesp and EMAE’s free float will depend on how many of the up to 3,695,800 eligible shares are tendered once the offer period and detailed notice are in place.
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 ("Company") in compliance with the provisions of the Resolution of the Brazilian Securities and Exchange Commission ("CVM") No. 44, of August 23, 2021, as amended, and in continuity with the Material Facts disclosed on October 5, 2025, January 20, 2026 and January 21, 2026, informs its shareholders and the market in general that it has carried out, before the CVM, by virtue of the direct sale of control of Empresa Metropolitana de Águas e Energia S.A. – EMAE ("EMAE") to the Company, the filing of request for registration of a public tender offer to acquire up to all common shares issued by EMAE, except for those held, directly and indirectly, by the Company and for those eventually held in treasury, that is, up to 3,695,800 (three million, six hundred and nine and five thousand and eight hundred) common shares of EMAE on this date, which represent 10.0% of its total capital stock or 25.13% of its voting capital stock, pursuant to the provisions of article 254-A of Law No. 6,404, of December 15, 1976, as amended, as well as articles 45 and 46 of CVM Resolution No. 215 of October 10, 2024, as amended ("Tender Offer Shares" and "Tender Offer", respectively).
Subject to the terms and conditions to be set forth in the "Tender Offer Notice for the Acquisition of Common Shares by Sale of Control of EMAE – Empresa Metropolitana de Águas e Energia S.A.", the price per Tender Offer Share will be R$49.46 (forty-nine reais and forty-six cents) ("Price per Share"), corresponding to 80% (eighty percent) of the amount paid per share issued by EMAE, which was R$61.83[1] (sixty-one reais and eighty-three cents), either by the 11,009,550 (eleven million, nine thousand, five hundred and fifty) common shares, or for the 29,950 (twenty nine thousand, nine hundred and fifty) preferred shares that were also acquired within the scope of the transaction, totaling R$682,643,113.65 (six hundred and eighty-two million, six hundred and forty-three thousand, one hundred and thirteen reais and sixty-five cents). The Price per Share will be updated by the SELIC Rate - variation of the weighted and adjusted average rate of financing operations for one day, backed by federal government securities, conducted in the Special Settlement and Custody System - since January 21, 2026, the date of closing of the transaction that resulted in the acquisition of the Company's controlling interest in EMAE, until the date of settlement of the Tender Offer.
The Company will keep its shareholders and the market informed of any relevant updates related to the subject matter of this Material Fact.
São Paulo, February 2, 2026
DANIEL SZLAK
Chief Financial and Investor Relations Officer
[1] Updated value considering that in the Material Fact disclosed on January 21, 2026, the calculation of the value per share considered only the common shares issued by EMAE acquired by SABESP, and the total price of the transaction also includes the 29,950 preferred shares issued by EMAE acquired.
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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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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
FAQ
What transaction did Sabesp (SBS) announce in this 6-K filing?
Sabesp announced it has filed to register a public tender offer to acquire up to 3,695,800 common shares of EMAE. These are EMAE shares not already held by Sabesp or in treasury, following Sabesp’s earlier direct acquisition of control of EMAE.
How many EMAE shares are covered by Sabesp’s tender offer and what stake is that?
The tender offer covers up to 3,695,800 EMAE common shares. These represent 10.0% of EMAE’s total capital stock and 25.13% of its voting capital, excluding shares already held by Sabesp and any treasury shares at the time of the filing.
What is the offer price per EMAE share in Sabesp’s tender offer?
The offer price is set at R$49.46 per EMAE common share. This amount corresponds to 80% of the R$61.83 per-share value Sabesp paid when acquiring EMAE’s control, as required under Brazilian corporate and securities regulations governing control transfers.
How does the tender offer price relate to the price Sabesp paid for EMAE’s control?
Sabesp states that R$49.46 per share equals 80% of the R$61.83 amount used per EMAE share in the control transaction. That original deal covered 11,009,550 common and 29,950 preferred shares, for a total consideration of R$682,643,113.65.
Will Sabesp’s EMAE tender offer price be adjusted over time?
Yes. The company explains that the R$49.46 tender offer price will be updated by the SELIC Rate. The adjustment will run from January 21, 2026, the date Sabesp closed the EMAE control acquisition, until the settlement date of the tender offer.
Why is Sabesp launching a tender offer for EMAE shares after buying control?
The company indicates the offer is made under article 254-A of Brazilian Law 6,404 and CVM Resolution 215. These rules require a public tender to minority shareholders when control is sold, offering them a price linked to the control-sale value.
