Good morning, ladies and gentlemen. Welcome to the conference on the material fact disclosed by Minerva Foods yesterday. Joining us today is Mr. Edison Ticle , CFO and IRO. Please note that this presentation includes simultaneous interpreting. To access the language channels, click the interpretation button. For those listening to the conference in English, you may mute the original Portuguese audio by clicking Mute Original Audio. During the company's presentation, all participants will be on listen-only mode. We will then begin the Q&A session. To ask questions via audio, click on the Q&A icon and type your name and company. When your name is announced, a prompt will appear on your screen to activate your microphone. Please unmute and ask your question. Questions in English must be submitted in writing. To ask a question in writing, type your question into the Q&A box.
Please note that any forward-looking statements made during this conference regarding Minerva's business outlook, operational goals, and financial goals are forecasts by the company's management and may or may not materialize. Investors should be aware that political, macroeconomic, and other operational factors may impact the company's future performance and lead to outcomes that are significantly different from such forward-looking statements. To start our conference, I will now hand it over to Mr. Edison Ticle , who will begin the presentation. Please go ahead, sir.
Good morning. Thank you for being here. I'll try to be brief. We only have six slides. We want to discuss our capital increase. First, let me tell you what this is about. As we said yesterday in our material fact, we want a BRL 2 billion capital increase, almost 387 million shares. The price is BRL 5.17, which is the weighted average of the last auctions.
This is guaranteed by the control group with VDQ and SALIC at around BRL 1 billion. To encourage our shareholders to be a part of the subscription, we're going to have an additional advantage of half a bonus of subscription or one bonus for every two that is subscribed. Our biggest goal with this operation is to accelerate our deleveraging. We can see the numbers in detail later. According to the math that we did, if we use a median of net income for this industry in 2025, 20 months ahead of us, not only 2025, otherwise it would be unfair because I did see some reports with accounting for 2025 only, but this makes no sense because we're going to receive these cash throughout May and June. It would only account for six months of financial expenses versus a full dilution.
To make for a fair accounting, we need to use 12 months ahead of us. Even from EPS or profit per share, this is going to be good for every shareholder, even if we take into account the dilution that this brings. As I was saying, this private capital increase is going to happen only for our current shareholders. The shareholders that we have by the 29th April. Everyone has until the 29th April to do something if they want to be a part of this capital increase. This additional advantage, which is the subscription bonus for three years, is similar to an American call option. This could be exercised at any point. This will be traded by B3. When we had a capital increase in 2018, we had a two-year subscription bonus at the time.
This was traded under BEEF11. We would trade it daily as a financial asset, as any financial asset. It is going to be active until the 30th. Until the 29th April, if you purchase shares, you could be a part of the capital increase. We are going to use the shareholders that we have by April 29th. The biggest effect that we will have here is an immediate improvement in our capital structure. We are going to have a 0.5x reduction in our net debt to EBITDA ratio. If you look at the fourth quarter, we had a 3.7x net debt to EBITDA ratio. With something close to BRL 2 billion, we are going to have a half a point reduction. If we take into account the subscription of warrants, then it is going to be under 3x .
We're talking about 0.25x-0.3x in additional deleveraging with the subscription of warrants. This would mean that we would have a net deleveraging under 3x . We're going to be using this for debt. We have some short-term debt reaching its maturity. We also have an opportunity for bonds, especially the one that is going to be mature by this date. You got this information with the earnings release. Our goal is to keep using the funds from this capital increase in a balanced way. We want to repurchase these bonds. They have an additional advantage. We're going to pay under face value. This is going to allow for deleveraging that is 15%-10% faster. We're also going to zero or to strongly reduce short-term debt, which is usually more expensive.
As I was saying, we're going to have equal subscription rights to every shareholder who is a shareholder by April 29th. We expect to have a positive impact on the liquidity of shares because this is going to increase the free float. We also expect a positive impact on our future net income because of the reduction of financial expenses. Every BRL 1 billion is going to reduce our financial expenses at around BRL 60 million per year. Again, we have a minimum commitment in the increase of the private capital that is guaranteed by the control group at around BRL 1 billion. This is how this operation is going to happen. The group from April 29th will be entitled to subscription warrants that are going to be issued every 30 days until its maturity in three years. We're going to be compliant with Itaú Corretora and B3.
We're going to be using the same price for the capital increase, which is BRL 5.17. The strike price for this American call, which is going to run for three years, is this price. We're going to adjust this price throughout this time through the payment of dividends. As I was saying, we're going to be using B3, and we're going to use the subscription warrants. As they are approved, they will be traded daily at the stock exchange according to market price. As I was saying, if you have a Minerva BEEF3 share at B3 on April 29th, 2025, you'll be able to subscribe around 0.657 shares for every share you have. As of April 30, if you buy BEEF3, you're no longer entitled to subscribing new securities. How to exercise your subscription right?
If you have shares with Itaú Corretora, you should reach out directly to the specialized agencies in the notice to shareholders, and you should ask for a form called subscription form. If you're interested in selling or negotiating your subscription rights, you can do it directly at the stock exchange. You can talk to one of the agencies to get a granting of rights bulletin so that you can do it later. This is an example. If you have no BEEF3 shares on April 29th at the closing, or if you have shares, you're going to have 66 rights for BEEF1. You're able to subscribe 66 shares BEEF1 turning into BEEF3. As you subscribe 66 BEEF3 shares, you're going to get more subscription rights, and you're going to have three years to exercise them, the 33 BEEF3.
These are the call options, the American call options that are going to be running for three years. This is very similar to the operations that we had in 2018. Please remember, at that time, we had over 90%, 92% actually, of adhesion to the capital increase. As I was saying, we kept the same price for BEEF11. It's going to be BRL 5.17. You could exercise it at any point in 30-day windows. This is for the exercise and subscription of these shares. These are the assets that we'll have in the stock exchange. We'll have BEEF1, which is the subscription right, which should be good for 30 days. This lasts for the term of the capital increase. We also have BEEF3, which is Minerva Foods' stock code. We also have BEEF9.
Once the preemptive rights is approved, BEEF1 will be converted to BEEF9 subscription receipts and BEEF11 subscription warrants. As I was saying, this is going to be the American call option, and it is going to be good for three years after issuance. Here is my last comment. We did some math to see that this is going to be accretive when it comes to the EPS. Again, if we take the number of stocks that we have right now without the treasury, we have 588 million shares. We ended the fourth quarter with 3.75x in our net leverage. If we use the median of the consensus of the market for the net income in 2025, it is 213 million. The earnings per share, the profit per share, is BRL 0.53 per share.
If we increase the number of shares to the maximum, 387 million shares, we're going from 589 million to 975 million. Our net debt, consequently, will go from BRL 15.6 billion to BRL 13.6 billion. Our net leveraging with the same pro forma EBITDA goes from 3.75x to 3.2x . Our net results will increase according to the reduction of financial expenses. With BRL 2 billion, we should have savings in interest from BRL 310 million to BRL 320 million. If we adjust it according to taxes, which are around 14%-15%, this means that our net income for the median of this market, which was BRL 313 million, should go to something around BRL 580 million.
If you do the math again for the earnings per share according to the new base of shares, BRL 580 million divided by the number of shares, then you have an increase of the EPS of BRL 0.53 to actually something around BRL 0.59-BRL 0.60. This is a 12% increase in the earnings per share, even if we take into account the significant increase in the number of shares. In conclusion, we believe that this is going to be a very friendly operation for the base of shareholders. This is going to take our company to a much more favorable situation and a much more robust situation for our balance and our capital structure. We also have a positive external factor. There is dilution for our base of shareholders, but it is accretive for our EPS. We can now start the Q&A session.
As I said, I had a very brief presentation, and I'm available to ask any questions that you might have. Thank you.
Thank you. We'll now begin the Q&A session. As a reminder to ask a question via audio, click the Q&A icon and type your name and company. When your name is announced, a prompt will appear on your screen asking you to unmute. Please do so before asking your question. Our first question is from Gustavo Troyano, Itaú BBA. Please go ahead, Mr. Troyano.
Good morning. Thank you for taking my question. Edison, this is my question. Of course, we're going towards deleveraging. Is the level of deleveraging you're going to achieve after this offer, with or without the warrants, a comfortable level for you? Does the company believe that this is a comfortable level? My second question is, what are your options?
If you're interested in accelerating deleveraging, could you please talk about different scenarios with the potential sale of assets? Should you choose this option for the company?
Hello, Gustavo. We don't actually have a specific figure for comfortable deleveraging. We have a figure that maximizes value based on financial expenses and how much it consumes from our annual cash generation. This figure is no secret. I believe that in this industry, since we are very focused on the working capital, an optimal leverage is between 2x- 2.5x . This is why in our dividend policy, with a leveraging that is below 2.5x , we increase the minimum payment of dividends to 50% of our net income. I believe we should have something equal or smaller than 2.5x to maximize the payment of dividends to shareholders.
With this operation, we'll probably shorten our deleveraging curve by about a year. If you remember our earnings release presentation for 3Q, when we look at the cash generation for 2025 and 2026, I said that we believe that according to our budget, we're going to be between BRL 1 billion- BRL 2 billion in free cash flow for each one of these years. By the end of 2026, our leveraging will be back to a pre-acquisition level, which was 2.5x . With this operation, we're going to shorten that by a year. It is likely that we'll reach these leverage levels in the first quarter of next year. Again, we're going to shorten it by 12 months. We're going to reach this goal quicker. We're going to reach this leverage that is going to allow for us to increase the payout to shareholders or the distribution of dividends.
Since we are shortening a curve that we were already expecting, we do not need to think about options. We have to focus on this operation. We have to drive value from it. We have to drive margin from it, and we have to generate free cash flow. We do not have anything in our pipeline regarding the sale of assets. Before our capital increase, we did not think that was necessary. Of course, now we do not think it is.
Excellent. Thank you.
Our next question is from Lucas Ferreira from JP Morgan. Please go ahead, Mr. Ferreira.
Hello, Edison. I have a quick question. I believe last time in 2018, VDQ and SALIC took that opportunity to make an amendment to the shareholders' agreement. Do you think they will do the same now, or are we going to keep the exact same shareholders' agreement?
Lucas, in 2018, after the capital increase, VDQ was smaller than SALIC. To keep control under this family, we had to amend the shareholders' agreement so that we kept control within the VDQ Holdings. It is the opposite now. In any potential scenario, VDQ will probably leave this capital increase bigger than SALIC. No, there is no need whatsoever to change the shareholders' agreement.
Okay, I have another question. Could you please talk about the liability management? What is the biggest destination for these funds? Do you want to buy something back? What exactly do you intend on doing with this increased capital?
As I was saying during the presentation, our priority will be to buy back the Bonds 2031 that we have for around 15% discount. For every 10, we are going to spend BRL 8.5, and you have a 10 deleveraging effect.
We're going to maximize our debt reduction by about 15%. If you go the opposite way, it's almost 20%. This is our priority for most of these funds. We're doing this with the free cash flow that we've been getting every quarter. With the fourth quarter, we bought back around $70 million for this bond, and we canceled it. Our priority is to continue buying it back. If there are no favorable conditions, we're going to look into short-term debt, the debt that is maturing within the next 12 months, and we're going to check for the highest costs. It's this combination of cost and term and also how beneficial this is going to be for deleveraging. Of course, we've mapped out all our debt.
Again, our priority is to send these funds to the buyback of the 2031 Bonds, but we're also going to use some of it for the most expensive debt that is going to mature within 12 months.
Our next question is from Thiago Bortoluci from Goldman Sachs. Please go ahead.
Hi, good morning. Thank you for this presentation, Edison, and thank you for taking my question. I would love to understand if the timing and the size of this capital increase is somehow connected to any kind of evolution in the conversations related to Uruguay. I also want to get an update on the process in Uruguay and if we have any timing information for the upcoming months.
No, this has nothing to do with Uruguay. The time we chose for this capital increase has to do with taking over these operations.
As I mentioned in the presentation, one of the plants is still closed because we did not have operating conditions there. We had CapEx, we made investments, and this last plant, which was not ready for operations, should start operating as of the second half of April. Every plant that we took over is operating, is ramping up, is creating synergies. When we look at our picture, we see that operationally speaking, the company is doing really well. As I was saying in the fourth quarter, we are extracting synergy and ramp up from these operations, and it is very close or even better than what we had anticipated. As I said, we made lots of plans to onboard these plants, but it took us longer than what we expected, which means that we had even longer to get ready. It is only natural.
We're looking at our balance, we're looking at our capital structure. We see that we have an opportunity to improve our capital structure in an accretive way in terms of EPS for every shareholder, especially for controlling shareholders. Operationally speaking, we have the same or something even better than what we expected. I believe that there is no better time for the capital increase. In the next quarters, we must focus on the operation. Analysts and shareholders should focus on the pace of making sure we make the most out of these synergies. We need to generate operational results and free cash flow. For that, having a better and lighter capital structure is going to make it possible for us to focus on making the most out of operational synergies.
Regarding the deadlines for Uruguay, as I said, in the fourth quarter, we expect to reach a decision by the end of the first quarter or the first half of the year, actually, so the end of June.
Thank you, Edison. When you mentioned your balance and a better capital structure after this offering, do you have any, if you have any news when it comes to Uruguay, is it going to change your needs for capital?
Of course not, Thiago. If it would change it, then we would wait for Uruguay before we made this change, but we're very comfortable making this right now. Everyone knows that we have around BRL 700 million to be paid for all three plants. We talked about potentially selling the biggest plant, and theoretically, we would be able to recover half of the value that we need to pay Marfrig.
I would say that the impact that Uruguay will have is marginal, either on the acquisition or the costs for these operations. In Uruguay, we received companies that were already working, so this is different from the assets that we got in Brazil.
Our next question is from Leonardo Alencar from XP. Please go ahead.
Good morning, Edison. Good morning, Roberto. Thank you for taking my questions. I would like to go back to SALIC. In the past, in 2018, they asked for an adjustment in the shareholders' agreement because SALIC was going to become bigger than the other company, VDQ. Now, would you see any changes now in the board, in who is in the board, or any other additional changes you could talk about? Also, what should we interpret regarding the dilution of SALIC at this level if this happens? Could you please make some comments on that?
I love how creative you guys are, Leonardo. This is why your analysts said a nutmeg. No, there's nothing behind it. There's no hidden agenda here. If you read the shareholders' agreement, which is a public document, you see that in the new shareholders' agreement, it doesn't matter who is bigger, VDQ or SALIC. What matters is the percentage that they own at the company to determine their weight in the control group. Since the dilution of SALIC does not bring it to a level that is under 20%-24%, it is probably around 23%-26%, depending on how much the base of shareholders buys into it. There's no significant reduction either in how this group looks like or what it looks like or the dilution of SALIC.
Now, the BRL 1 billion that the controlling group is ensuring is about the same stake that they have right now. They have around 53%- 54%. And they are saying that they're going to invest at least BRL 1 billion, which is about the same as ensuring the same stake for this group after the capital increase. There is no significant change in the group that constitutes SALIC and VDQ. Now, the setup within this group is to be decided between the shareholders. Even with the dilution of SALIC, you don't see a significant change in their constitution. There is no significant change to the shareholders' agreement, and there is no trigger that is going to be triggered according to this agreement because of a potential reduction in the stake that each one of them holds.
Now, regarding investing BRL 1 million to BRL 300 million or BRL 1 billion, this is a decision that belongs to shareholders. Unfortunately, since we're too busy, we don't have access to that. As a company, we talk about the operations that we believe will bring value to shareholders, and then we get their input. Our suggestion was that this group kept its stake in the least, and they accepted it. We are very happy to see that our shareholders are supporting us. They believe that a more balanced capital structure is going to bring even greater value to our business in the medium to long term.
Great. Thank you, Edison.
Thank you. Since we have no further questions, I'm going to hand it over to Mr. Edison Ticle for his closing remarks.
I would like to thank everyone for being here. We're available should you have any questions. Our investor relations department is always available to you, as am I, should you want to discuss anything else. Thank you very much and enjoy your day.