Cosan S.A. Industria e Comercio Commences Solicitation of Consents

NEW YORK, April 5, 2011 /PRNewswire/ -- COSAN S.A. INDUSTRIA E COMERCIO (the "Company", "Cosan", BM&FBovespa: CSAN3), pursuant to CVM Instruction No. 358, dated as of January 3, 2002, announced today that it has commenced a solicitation to seek consents (the "Solicitation") to amend certain provisions of the indenture governing its 8.25% Perpetual Notes issued in 2006 (the "Notes"). On or prior to April 15, 2011, Cosan will issue a call notice which will irrevocably bind Cosan to call the Notes on May 15, 2011 (the "Redemption Date"), at a price equal to U.S.$1,000 for each U.S.$1,000 of principal amount of the Notes, plus accrued interest (the "Redemption Price"). Irrespective of whether a holder of the Notes decides to consent to the proposed amendments described below, the Notes will be called on the Redemption Date.

The consents would allow Cosan to permit its subsidiary, Cosan Cayman Limited to: (1) call the Notes at a cash price equal to the Redemption Price and on the Redemption Date; (2) remove the Trustee's obligation to automatically cancel any Notes that are validly called; and (3) provide that once Holders have been paid, any Notes held by Cosan Cayman Limited shall remain outstanding.

Details of the Solicitation are contained in Cosan's Solicitation Statement, dated April 5, 2011 and the related Letter of Consent, which are being sent to holders of the Notes. The record date for the Solicitation is 5:00 pm on April 4, 2011. The Solicitation will expire at 5:00 pm (New York City time) on April 29, 2011, unless extended (the "Expiration Date").

Cosan Cayman Limited will pay to holders of the Notes a consent fee of U.S.$2.50 per U.S.$1,000 principal amount of Notes in respect of which a consent has been validly granted (the "Consent Fee"). Payment of any such Consent Fee is subject to the conditions contained in the Solicitation Statement and will be made following the Expiration Date. Holders who do not provide their consent prior to the Expiration Date, or who validly revoke their consent, will not receive the Consent Fee.

With respect to any consents received (and not validly revoked) by a beneficial investor with holdings in an aggregate principal amount of Notes less than or equal to U.S.$250,000, Cosan Cayman Limited will pay, if applicable, any relevant Retail Processing Dealer (as defined in the Solicitation Statement) a cash payment equal to U.S.$1.25 per U.S.$1,000 principal amount of Notes in respect of which such Letter of Consent has been delivered (the "Retail Processing Fee"). Neither the Consent Fee nor the Retail Processing Fee will be paid if the terms and conditions described in the Solicitation Statement are not satisfied for any reason.

Cosan reserves the right to modify the Solicitation Statement and the terms and conditions of the Solicitation or to terminate the Solicitation.

THIS PRESS RELEASE IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO ANY NOTES. THE SOLICITATION IS BEING MADE SOLELY BY THE SOLICITATION STATEMENT. THE SOLICITATION IS NOT BEING MADE TO, NOR WILL COSAN ACCEPT DELIVERIES OF CONSENTS FROM, HOLDERS IN ANY JURISDICTION IN WHICH THE SOLICITATION OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.

The Information Agent for the Solicitation is D.F. King & Co., Inc. Any questions or requests for assistance or for copies of the Solicitation Statement, the Letter of Consent or related documents may be directed to the Information Agent at +1 (212) 269-5550 (collect) or +1 (800) 829-6551 (toll free).

Cosan has retained Morgan Stanley & Co. Incorporated to act as Solicitation Agent in connection with the Solicitations. Questions regarding the Solicitation may be directed to Morgan Stanley at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).

Tom Long
1-212-493-6920
[email protected]

SOURCE Cosan S.A. Industria e Comercio