Brazil

Key Facts

—Offer type Voluntary share-exchange offer by controlling shareholder Dramd Participacoes for up to 21.32 million Randoncorp common shares (RAPT3), using Frasle Mobility (FRAS3) shares as consideration.

—Exchange ratio 2.7 RAPT3 for 1 FRAS3, based on a reference price of R$8.52 per RAPT3 (approx. US$1.42), implying a 45.54% premium over the average of the 90 trading sessions to May 15, 2026.

—Previ commitment Pension fund Previ signed an irrevocable undertaking on July 13, 2026, to tender 9.49 million RAPT3 shares, representing 44.5% of the free float.