Randoncorp launches OPA to swap shares for Frasle Mobility stock

The controlling shareholder Dramd Participações e Administração filed a request with Brazil's securities regulator (CVM) to launch a public tender offer (OPA) for up to all outstanding ordinary shares of Randoncorp. The offer proposes payment in shares of Frasle Mobility, a subsidiary of Randoncorp, at a ratio of one Frasle Mobility share for every 2.7 Randoncorp shares delivered. About 21.3 million Randoncorp shares are eligible, excluding those held by the controller and other insiders. Dramd already holds roughly 83 % of Randoncorp’s ordinary shares and 10 % of Frasle Mobility, while Randoncorp itself owns about 51 % of Frasle Mobility.

The Banco do Brasil Employees' Pension Fund (Previ) has committed to accept the OPA and will sell its entire 44.5 % stake in Randoncorp (approximately 9.5 million shares) in exchange for roughly 3.5 million Frasle Mobility shares. The offer values each Randoncorp share at R$ 8.52, based on the average price of the 90 trading sessions preceding 15 May 2026, plus a 45.54 % premium. The transaction remains subject to regulatory approval and the formal conduct of the tender offer.