Tegma Gestão Logística (TGMA3) reported this Saturday, August 8, 2026, that its subsidiary Tegma Cargas Especiais (TCE) has signed an agreement to acquire 70% of the share capital of TSS Holding, the holding company of the Transcopa group, for R$ 99.4 million. The transaction, referring to the year 2026, values 100% of Transcopa at R$ 142 million on a net debt-free basis and is subject to the fulfillment of precedent conditions, including approval by the Administrative Council for Economic Defense (CADE).
Transcopa is an integrated logistics operator focused on the chemicals and grains segments, operating in the São Sebastião and Caraguatatuba region, with port operations, transportation and warehousing. In 2025, with unaudited figures reviewed in due diligence, it recorded net revenue of R$ 98 million, an average annual growth rate (CAGR) of 8% over the last two years, and EBITDA (earnings before interest, taxes, depreciation and amortization) of R$ 22 million, with a 23% margin. Return on equity (ROE) was 21% in 2024 and 18% in 2025, with gross third-party debt of approximately R$ 6 million and 128 employees.
The acquisition price will be paid in cash at closing, through a combination of the company’s own funds and structured financing with partner financial institutions, with subsequent adjustments for actual net debt and indemnification holdbacks, as provided for in the transaction documents. On the closing date, a shareholders’ agreement will be executed between TCE and the current partners of Transcopa, providing for call and put options for the remaining 30% of the capital until the first quarter of 2030, and the former owner and current CEO will remain in management, leading the integration with Tegma’s support.
According to Tegma, the transaction is aligned with the strategy of expanding the Integrated Logistics Division, increasing geographic diversification, verticalization and the scope of activities, including port operations and new segments such as barley, malt and project cargo. The company also points out that Transcopa, which operates in the Port of São Sebastião/SP, may in the near future provide access to export logistics. Tegma stated that the transaction does not fall under article 256 of the Brazilian Corporations Law, as it was carried out by a subsidiary, and therefore is not subject to approval by a shareholders’ meeting nor does it grant withdrawal rights to shareholders.
The company also reported that it will hold a conference call to discuss the transaction on August 10, 2026, at 3:00 p.m. (BRT), with access details available on the Investor Relations website.
