Eneva (ENEV3) reported on Wednesday, September 2, 2026, that it entered into a Share Swap Agreement and Related Covenants with Diamante Geração de Energia Ltda. and its affiliates, under which the parties will exchange equity interests pursuant to Article 533 of the Civil Code. On the closing date of the transaction, Eneva will transfer to Diamante 100% of the shares of Itaqui Geração de Energia S.A. (Itaqui), will receive 50% of the shares of Porto do Pecém Transportadora de Minérios S.A. (PPTM), thus coming to hold all of PPTM’s share capital, and will also receive a cash equalization payment of R$ 400.0 million, subject to monetary correction and to the adjustments set forth in the agreement.
The agreement also provides for the payment by Diamante to Eneva of an additional contingent amount on top of the equalization payment of up to R$ 467.0 million, likewise subject to monetary correction, conditional on any anticipated start date of the supply period under the capacity reserve contract entered into within the scope of Aneel’s 2026 Capacity Reserve Auction in the Form of Power (LRCAP 2026).
Itaqui’s main operating asset is the Porto do Itaqui TPP, a coal-fired thermoelectric plant with 360 MW of installed capacity, which has energy sale contracts in the regulated market in force until December 21, 2027, and was a winner in LRCAP 2026, in the 2031 product, for 10 years as of August 1, 2031. PPTM will take part in the implementation of a terminal for the import, storage and regasification of liquefied natural gas, with gas flow capacity of up to 14 million m³ per day, at the Pecém Industrial Complex.
On that same date, Eneva was notified by Diamante that it is not interested in exercising the call option that entitled it to acquire 30% of the total and voting capital of the special purpose entities holding the generation projects of the Hub Ceará, and the option has therefore been cancelled without being exercised. Completion of the transactions will depend on the fulfillment of customary conditions precedent for this type of deal, including approval by the Administrative Council for Economic Defense (Cade).
