SABESP to acquire 70.1% of EMAE for R$1.13B
Companhia de Saneamento Básico do Estado de São Paulo – SABESP plans to become the controlling shareholder of EMAE – Empresa Metropolitana de Águas e Energia S.A. through two negotiated share purchase agreements.
Rhea-AI Filing Summary
Companhia de Saneamento Básico do Estado de São Paulo – SABESP plans to become the controlling shareholder of EMAE – Empresa Metropolitana de Águas e Energia S.A. through two negotiated share purchase agreements. SABESP agreed to buy 74.9% of EMAE’s common shares at R$59.33 per share from a fiduciary agent representing debentureholders of Phoenix Água e Energia S.A., and 66.8% of EMAE’s preferred shares at R$32.07 per share from Eletrobras.
After closing and regulatory and antitrust approvals, SABESP expects to hold 70.1% of EMAE’s total share capital, for an aggregate acquisition cost of R$1,131,460,783.00. The company highlights two main strategic benefits: stronger water security in the São Paulo Metropolitan Region through integration of the Guarapiranga and Billings systems, and access to EMAE’s portfolio of power generation assets with long-term, inflation-indexed revenue contracts, which management believes supports financial stability and long-term value creation.
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Insights
SABESP plans a R$1.13B move to control EMAE, adding power assets to its water business.
SABESP has signed agreements to acquire large stakes in EMAE’s common and preferred shares, targeting 70.1% of EMAE’s total share capital for R$1,131,460,783.00, subject to regulatory and antitrust approvals. The counterparties are a fiduciary agent for Phoenix Água e Energia debentureholders for common shares and Eletrobras for preferred shares, with per-share prices of R$59.33 (common) and R$32.07 (preferred).
Management frames the deal as strategically important on two fronts. First, integrating the Guarapiranga and Billings systems is expected to improve water resource management and supply security in the São Paulo Metropolitan Region, supporting multiple uses of these water sources. Second, EMAE’s portfolio of power generation assets is described as having solid cash flow backed by long-term, inflation-indexed revenue contracts, which SABESP associates with financial stability and sustainable value creation.
The eventual impact will depend on regulatory and antitrust clearances and how effectively SABESP integrates EMAE’s assets once the transaction closes. A conference call with investors on October 6 at 10:00 a.m. (BRT) is planned to provide more details on the transaction structure and strategic rationale.
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São Paulo, S.P., 05429-900
Federative Republic of Brazil
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registrant in connection with Rule 12g3-2(b):
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP Publicly-held company CNPJ No. 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 Resolution No. 44, of August 23, 2021, as amended, issued by the Brazilian Securities and Exchange Commission (“CVM”), hereby informs its shareholders and the market in general that, it has entered into share purchase agreements with: (i) Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., acting as fiduciary agent on behalf of the debentureholders of the First Issuance of Simple, Non-Convertible Debentures, Secured by Fiduciary Guarantees and Personal Guarantees, in a Single Series, for Private Placement, issued by Phoenix Água e Energia S.A., for the acquisition, by the Company or through one of its subsidiaries, of 74.9% (seventy-four point nine percent) of the common shares issued by EMAE – Empresa Metropolitana de Águas e Energia S.A. (“EMAE”), at a price per share of R$59.33 (fifty-nine Reais and thirty-three cents); and (ii) Centrais Elétricas Brasileiras S.A. – Eletrobras (“Eletrobras”), for the acquisition, by the Company or through one of its subsidiaries, of 66.8% (sixty-six point eighty percent) of the preferred shares issued by EMAE, at a price per share of R$32.07 (thirty-two Reais and seven cents) The transactions were negotiated separately with the respective counterparties, and their completion is subject to approval by the competent regulatory and antitrust authorities, among other conditions precedent. Upon completion of the aforementioned transactions, the Company will hold shares representing 70.1% (seventy point one percent) of EMAE’s total share capital, at an aggregate acquisition cost of R$1,131,460,783.00 (one billion, one hundred thirty-one million, four hundred sixty thousand, seven hundred eighty-three reais). This acquisition represents a strategic milestone for the Company, bringing benefits in two complementary fronts: • Water Security: The integration of the Guarapiranga and Billings systems will allow greater flexibility in water resource management within the São Paulo Metropolitan Region, enhancing water supply security and enabling multiple uses of these water sources. • Power Assets: EMAE has a portfolio of power generation assets with solid cash flow, supported by long-term inflation-indexed revenue contracts, contributing to financial stability and sustainable value creation. By combining water security with energy potential, the acquisition enhances the synergies between Company’s business segments and strengthens the Company’s foundation to face the challenges posed by climate change and growing demand for essential services. The Company will hold a conference call with investors on Monday, October 6, at 10:00 a.m. (BRT) to provide further information regarding the transactions disclosed herein (connection details available on the Company’s Investor Relations website). The Company will keep its shareholders and the market informed of any further developments related to the subject matter of this Material Fact. São Paulo, October 5, 2025. DANIEL SZLAK CFO and IRO
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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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