On Friday, July 31, 2026, Fras-le (FRAS3) reported that its indirect controlling shareholder, DRAMD Participações e Administração, filed a registration request for a voluntary public tender offer to acquire up to all 21,322,766 common shares outstanding of Randoncorp S.A. (RAPT3), through a swap for common shares issued by Fras-le itself, all held by the offeror.
According to the company, the exchange ratio set forth in the offer is 1 common share of Fras-le for every 2.7 common shares of Randoncorp delivered in the auction. The maximum number of Fras-le common shares to be delivered as consideration in the tender offer is 7,897,321 shares, which corresponds to 2.82% of Fras-le’s capital stock.
Controlling shareholder DRAMD stated that the tender offer seeks to strengthen its controlling position in Randoncorp through the ownership of voting shares. On July 13, 2026, an irrevocable commitment was entered into with Previ, under which Previ agreed to accept the offer and swap all of its 9,486,100 common shares of Randoncorp, equivalent to 44.5% of the shares in circulation, for 3,513,370 common shares of Fras-le, following the same exchange ratio of 2.7 to 1.
For regulatory purposes, the offeror assigned a price of R$ 8.52 to each Randoncorp share included in the offer, an amount corresponding to the average trading price of RAPT3 shares over the 90 sessions preceding May 15, 2026, plus a 45.54% premium. The Fras-le common shares to be delivered in the swap are traded on B3’s Level 1 and carry full voting rights, a mandatory minimum dividend of 25% of adjusted net income, and equal treatment to that of the controlling shareholder in the event of a change of control.
Fras-le also stressed that the FRAS3 common shares received by Randoncorp shareholders upon settlement of the tender offer will entitle them to the full receipt of dividends and other distributions declared as from the offer’s settlement date. Fras-le’s Investor Relations department remains available for further information via the email address disclosed to the market.
