Shell and Cosan sign MOU to form joint venture in Brazil

Shell International Petroleum Company Limited (Shell) and Cosan S.A. (Cosan) announced today they have signed a non-binding memorandum of understanding (MoU), with the intention to form a circa $12 billion joint venture (JV) in Brazil for the production of ethanol, sugar and power, and the supply, distribution and retail of transportation fuels.

Under the terms of the MoU, both companies would contribute certain existing Brazilian assets to the JV (see notes to editors). In addition, Shell would contribute a total of $1.625 billion in cash, payable over two years.

The JV would enable Shell and Cosan to establish a scalable and profitable position in sustainable biofuels – one of the most realistic commercial solutions to take carbon out of the transport fuels sector over the next twenty years – by building a market-leading position in the most efficient ethanol producing country in the world. With annual production capacity of about 2 billion litres and significant growth aspirations, the JV would be one of the world’s largest ethanol producers. In addition, the inclusion of Shell’s equity interests in Iogen and Codexis would potentially enable the JV to deploy next generation biofuels technologies in the future.

The deal would also enhance both companies’ growth prospects and market position in the retail and commercial fuels businesses in Brazil. With a network of about 4,500 retail sites and a total annual throughput of about 17 billion litres, the JV would have a leading position in the fuels retailing market in Brazil, with strong potential for synergy capture and future growth.

Mark Williams, Royal Dutch Shell’s Downstream Director, said: “Today’s announcement demonstrates the continued importance of Brazil to Shell. We’re looking forward to joining with a leading company in Brazil to meet the needs of retail and commercial fuels customers in that growing market.

“We see joining with Cosan as a way to grow the role of low-carbon, sustainable biofuels in the global transportation fuel mix. The joint venture would also enable Shell to set up a material and profitable bio-fuels business, with the potential to deploy next generation technologies.”

Rubens Ometto Silveira Mello, Cosan’s Chairman of the Board, said: “Cosan’s vision is to become a global leader in clean and renewable energy. Our size, degree of sophistication and stage of development means we need a partner that not only shares our vision, but also has access to international markets to help us deliver our growth potential.

“We believe this JV would play an impactful role for the sustainability of our planet by increasing the worldwide supply and distribution of ethanol-based biofuels. It would also consolidate Brazil’s leading position in a world looking for sustainable, efficient and reliable alternatives to satisfy energy demand.”

The two parties will now maintain exclusive negotiations towards a binding joint venture agreement, which shall be subject to final transactional documentation, due diligence, agreement between the two parties on important sustainability issues, regulatory approvals and respective corporate approvals.

Notes to editors

Cosan and Shell would contribute the following to the joint venture:

** Cosan

* Sugar cane crushing capacity: currently ~60 million tonnes per annum from 23 mills
* Ethanol production capacity: currently ~2 billion litres per annum
* Co-generation: seven existing plants, two under construction and a further three to be built in the next three-to-four years.
* Brazilian downstream assets, including ~1,730 retail sites and supply and distribution assets.
* Ethanol logistics assets
* Controlling share in ethanol trading company
* Net debt of approximately $2.5billion
* Lubricants activities would not be included in this JV.

** Shell

* Brazilian downstream assets, including ~2,740 branded retail sites, supply and distribution assets, and the aviation fuel business, including the one recently acquired from Cosan.
* Its 50% share interest in Iogen*
* Its 14.7% share interest in Codexis**
* $1.625 billion in cash, paid over two years.
* Lubricants activities would not be included in this JV.

Royal Dutch Shell plc is incorporated in England and Wales, has its headquarters in The Hague and is listed on the London, Amsterdam, and New York stock exchanges. Shell companies have operations in more than 100 countries with businesses including oil and gas exploration and production; production and marketing of Liquefied Natural Gas and Gas to Liquids; manufacturing, marketing and shipping of oil products and chemicals and renewable energy projects including wind and solar power. For further information, visit www.shell.com.

The primary activity of Cosan S.A. Indústria e Comércio is the manufacturing and trading of sugar, ethanol and co-generation of electricity from sugarcane, as well as fuels distribution and production and distribution of lubricants. The Company has 23 producing units, with a nominal milling capacity of 60 million tons of sugarcane per year, producing varied qualities of raw and refined sugar and ethanol. The Company operates the export logistics for sugar and the distribution in the domestic market through the União and DaBarra brands which, together, hold approximately 50% of the retail market. The Company ranks as one of the four biggest fuel distributors in Brazil, with a distribution network of more than 1,700 service stations, visit www.cosan.com.br - opens in new window.

*Iogen is a world leading biotechnology firm specializing in cellulosic ethanol - a fully renewable, cellulosic biofuel that can be used in today’s cars. Iogen also develops, manufactures and markets enzymes used to modify and improve the processing of natural fibres within the textile, animal feed, and pulp and paper industries.

**Codexis is a leading developer of clean biocatalytic process technologies that can substantially reduce the cost of manufacturing across a broad range of industries. Codexis’s proprietary directed evolution technologies enable novel solutions for efficient, cost-effective and environmentally friendly processes for pharmaceutical, energy and industrial chemical applications.

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