FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of February 2010
Commission
File Number: 1-33659
COSAN
LIMITED
(Translation
of registrant’s name into English)
Av.
Juscelino Kubitschek, 1726 – 6th
floor
São
Paulo, SP 04543-000 Brazil
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
COSAN
LIMITED
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Item
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1.
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Material
Fact dated February 1, 2010
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2.
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Minutes
of the Board of Directors’ Meeting of Cosan Limited held on January 30,
2010
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3.
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Minutes
of the Board of Directors’ Meeting of Cosan S.A. Indústria e Comércio held
on January 30, 2010
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Item 1
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COSAN S.A. INDÚSTRIA E COMÉRCIO
CNPJ/MF nº
50.746.577/0001-15
NIRE
35.300.177.045
Public
Company
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COSAN LIMITED
BDR Issuer
CNPJ/MF nº
08.887.330/0001-52
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Material Fact
COSAN
S.A. INDÚSTRIA
E COMÉRCIO
(BOVESPA:
CSAN3) and COSAN
LIMITED (BOVESPA:
CZLT11
and
NYSE: CZZ) – (“Cosan” or
the “Company”)
announce to their shareholders and to the market that, yesterday evening,
January 31st,
they have entered into a non-binding memorandum of understanding with Shell
International Petroleum Company Limited (“Shell”), subject
to an exclusivity period of 180 days, for the creation of a joint venture
(“Joint
Venture” or
“JV”)
combining certain of their respective assets. The combined assets of the JV
would result in an estimated value of USD 12
billion.
Cosan
would contribute
certain of its assets to the Joint Venture, including its sugar and ethanol
businesses, its energy co-generation business, its fuel distribution and retail
businesses, its ethanol logistics assets and its total equity interest in an
ethanol trading company,
with a combined equity value of USD 4,925 million. Additionally, Cosan would
transfer net debt of approximately USD 2,524 million to the Joint
Venture.
Shell
would contribute certain of its assets to the Joint Venture, including its
Brazilian fuel
distribution and retail businesses (including aviation) and its equity stakes in
companies involved in the research and development of biomass, including
ethanol. Additionally, over a period of two years from the formation of the
Joint Venture, Shell would
make a cash capital contribution to the Joint Venture in the amount of USD 1,625
million and a contingent contribution based on certain future gains at the Joint
Venture, estimated by Cosan in USD 300 million over a period of approximately 5
years.
Cosan’s financial
advisor performed an independent valuation based on the economic value of
the assets which served as base for Cosan's decision to agree on the
Joint Venture asset value, as set forth
above.
The
Joint Venture is likely to consist of two separate
legal entities. The Sugar & Ethanol Joint Venture would conduct the
production of sugar and ethanol and co-generation activities. The Downstream
Joint Venture would conduct the supply, distribution and sale of fuels in
Brazil. The resulting company would
have a network of
about 4,500 fuel stations throughout Brazil, and the JV would be the third
largest fuels retailer in the country, with strong potential for future
growth.
Cosan and
Shell would grant each other reciprocal call options, exercisable at the
10th anniversary of the formation of the Joint Venture where one party would
have the right to buy the other party’s equity stake in the Joint Venture. The
options’ exercise prices would be based on the value of the equity
interests at the time of the option exercise determined by certain criteria
to be set forth in the definitive Joint Venture documentation.
Mr.
Rubens Ometto Silveira Mello would
serve
as chairman of the board of directors (or equivalent body) of the Joint
Venture.
Cosan
would retain
and therefore, would not contribute to the Joint Venture its lubricants
manufacturing and marketing business, its logistics business carried out by Rumo
Logística
S.A., its land prospecting and development business carried out by Radar
Propriedades Agrícolas
S.A., and its food retail brands such as “Da
Barra” and
“União”.
The
formation and closing of the Joint Venture and the execution of the definitive
agreements is subject to the conclusion of negotiations between Cosan and Shell,
as well as the satisfaction
of closing conditions. Cosan will keep its shareholders and the market informed
of further developments.
The
Joint Venture will be submitted to review and approval by the relevant
competition authorities in a timely fashion.
São
Paulo, February 1,
2010
Marcelo
Eduardo Martins
Investor Relations
Officer
Item 2
COSAN
LIMITED
BDR
Issuer
CNPJ/MF
nº 08.887.330/0001-52
Board
Meeting held on January 30th, 2010
Attendance: All Board Members invited by telephone
and email to the meeting held in Sao Paulo, at Av. Brigadeiro Faria Lima, 3.729,
9º andar, 13:00 hrs,
with videoconference
facility, pursuant to paragraph 2nd, Section 20 of the Companies By-Laws. All
Board Members participated in the meeting.
Chairman: Rubens Ometto Silveira Mello;
Secretary: Marcelo de Souza Scarcela
Portela.
Agenda: Deliberation on (i) the Company’s 3rd Quarter Financials; and (ii)
possible transaction involving certain assets of the
Company.
Resolutions:
The Board Members after
discussions and clarifications unanimously approved:
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(i)
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the Company’s 3rd Quarter Financials;
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(ii)
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Possible Joint Venture of certain
operations and
assets
of the Company
with Shell International Petroleum Company Ltd. (“Shell”);
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(iii)
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The execution of a non-binding
Memorandum of Understanding with 180 days of exclusivity with Shell in order to
conclude the negotiations to formalize the mentioned joint venture of
assets.
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Closing: nothing else to resolve, the meeting was
ended and these minutes drafted.
***
Item 3
COSAN
S.A. INDÚSTRIA E COMÉRCIO
CNPJ/MF
nº 50.746.577/0001-15
NIRE
35.300.177.045
Board
Meeting held on January 30th, 2010
Attendance: All Board Members invited by telephone
and email to the meeting held in Sao Paulo, at Av. Brigadeiro Faria Lima,
3.729, 9º andar, 13:00 hrs, with videoconference
facility, pursuant to paragraph 2nd, Section 20 of the Companies By-Laws. All
Board Members participated in the meeting.
Chairman: Rubens Ometto Silveira Mello;
Secretary: Marcelo de Souza Scarcela
Portela.
Agenda: Deliberation on (i) the
Company’s 3rd Quarter Financials; and (ii)
possible transaction involving certain assets of the
Company.
Resolutions:
The Board Members after
discussions and clarifications unanimously approved:
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(i)
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the Company’s 3rd Quarter
Financials;
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(ii)
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Possible Joint Venture of certain
operations and
assets
of the Company
with Shell International Petroleum Company Ltd. (“Shell”);
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(iii)
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The execution of a non-binding
Memorandum of Understanding with 180 days of exclusivity
with Shell in order to conclude the negotiations to formalize the
mentioned joint venture of
assets.
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Closing: nothing else to resolve, the meeting was
ended and these minutes drafted.
***
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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COSAN
LIMITED
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Date:
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February
1, 2010
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By:
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/s/
Marcelo Eduardo Martins
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Name:
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Marcelo
Eduardo Martins
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Title:
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Chief
Financial Officer and Investor Relations Officer
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