On Tuesday, September 1, 2026, OceanPact Serviços Marítimos (OPCT3) published a notice to shareholders detailing the implementation, on September 16, 2026, of the business combination transaction with CBO Holding S.A., which involves a partial spin-off, corporate reorganization and mergers. The transaction will be completed after the close of trading on B3 on the so-called Closing Date.
As part of the structure, a partial spin-off of OceanPact will be carried out with the transfer of 1,806,926 quotas of UP Offshore Apoio Marítimo Ltda. to OceanPact Participações S.A. (Holding UP), with the issuance of 199,954,942 redeemable preferred shares of Holding UP, one for each common share of OceanPact outstanding on the closing date, disregarding treasury shares. This will be followed by the compulsory redemption of these preferred shares, with payment of R$ 0.01 per Holding UP share to each OceanPact shareholder and the right to a future contingent portion linked to amounts that UP Offshore or its successors may receive from Petrobras in lawsuits related to terminated contracts.
Under the merger of CBO into OceanPact, 274,551,446 new common shares of OceanPact will be issued in favor of CBO shareholders, at an exchange ratio of 1.9805700858 OceanPact share for each CBO common share. Any fractions of these new shares will be disregarded and canceled. The merger of Holding UP into OceanPact will not result in the issuance of new shares or a capital increase, since all Holding UP shares will already be held by OceanPact itself.
According to the schedule, shareholders who hold OceanPact shares at the end of trading on September 16, 2026 will be entitled to Holding UP preferred shares, and therefore to the Redemption Amount. Trading on B3 of the new OceanPact shares delivered to CBO shareholders is scheduled to begin on September 17, 2026, with effective crediting of these shares on September 21, 2026. Payment of the cash portion of R$ 0.01 per Holding UP preferred share will be made by OceanPact by September 25, 2026.
The notice also clarifies the tax treatment. Shareholders resident in Brazil will be responsible for calculating and paying any taxes arising from the transaction. Non-resident shareholders will be subject to withholding income tax (IRRF) on any capital gain, at rates between 15% and 22.5%, or 25% for residents in low-tax jurisdictions. These investors must send OceanPact, by 6:00 p.m. on September 21, 2026, an Excel spreadsheet with the acquisition cost of the Holding UP preferred shares and supporting documentation; otherwise, the acquisition cost will be deemed to be zero and, if they do not inform their tax residence, a 25% rate will be applied to the capital gain.
