On Friday, July 31, 2026, Randoncorp S.A. (RAPT3, RAPT4) reported that its parent company Dramd Participações e Administração Ltda. filed with the CVM a request for registration of a voluntary tender offer to acquire, through a share swap, up to all of the company’s outstanding common shares (RAPT3) traded on B3, excluding the shares held by controlling shareholders and management, which total 21,322,766 shares.
According to the offeror, the transaction will be carried out through the exchange of Randoncorp common shares for common shares of its subsidiary Frasle Mobility S.A. (FRAS3), at a ratio of 2.7 RAPT3 shares for each 1 FRAS3 share received in the auction. The offer is based on an agreement executed on July 13, 2026 with Previ, which undertook to adhere to the tender offer and sell all of its 9,486,100 RAPT3 shares, equivalent to 44.5% of the free float, in exchange for 3,513,370 FRAS3 shares held by Dramd.
For regulatory purposes, Dramd assigned each share covered by the offer a value of R$ 8.52, corresponding to the average price of RAPT3 over the 90 trading sessions prior to May 15, 2026, plus a 45.54% premium. The preparation of a valuation report was waived, since the exchange ratio was determined based on Previ’s commitment, and Previ holds more than one-third of the free float and has no other agreement that would generate additional financial consideration.
Randoncorp stated that it will continue to keep its shareholders and the market informed about the progress of the tender offer through its usual disclosure channels, including the CVM and B3 websites and the company’s investor relations page.
