重大事件
外國發行人報告
6-K
2026-07-01
Suzano完成收購Kimberly-Clark旗下Arbex 51%股權 作價13億美元
AI 繁中摘要
Suzano S.A.（SUZB3 / NYSE: SUZ）於2026年7月1日提交6-K表格，披露已完成收購Kimberly-Clark旗下FamPro Tissue Holdings B.V.（將命名為Arbex）51%股權的重大事項。該交易經所有條件滿足後正式交割，初始作價13億美元（約67億巴西雷亞爾），另承擔合資公司約10億美元淨債務，收購價已按常規條款調整。
交易完成後，Suzano成為控股股東，並與Kimberly-Clark簽訂合資協議、過渡服務協議、知識產權授權及其他商業合約。Arbex的治理結構已確立：董事會主席由Suzano前CEO Walter Schalka擔任；董事會成員包括Suzano歐洲執行副總裁Carlos Aníbal Fernandes、Prosus及Naspers CEO Fabricio Bloisi Rocha、Kimberly-Clark策略長Jeffrey Melucci及財務長Nelson Urdaneta。CEO由Kimberly-Clark國際家庭護理及專業業務總裁Ehab Abou-Oaf出任（具逾30年消費品經驗），COO由Suzano消費品執行副總裁Luís Bueno擔任，CFO為前Mars全球寵物營養財務長Oscar Mousinho，首席人力永續及品牌官則由Suzano人事及安全執行副總裁Caroline Carpenedo負責。
是次收購符合Suzano長期增值增長戰略，專注於可擴展業務並發揮自身競爭優勢。公司重申將持續向市場通報業務發展。對投資者而言，此舉將擴大Suzano在衛生紙及個人護理領域的佈局，惟短期內負債水平上升，需關注整合成效及協同效應。
展開英文正文
EX-99.1
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a20260701-suzano_materialx.htm
EX-99.1
Document
MATERIAL FACT
SUZANO S.A.
Publicly-Held Company with Authorized CapitalCorporate Taxpayer ID (CNPJ/ME): 16.404.287/0001-55Company Registry (NIRE): 29.3.0001633-1
São Paulo, July 1, 2026 – Suzano S.A. ("Suzano" or "Company") (B3: SUZB3 | NYSE: SUZ), in compliance with the provisions of CVM Resolution No. 44, of August 23, 2021, and CVM Resolution No. 80, of March 29, 2022, as amended, in line with best corporate governance practices, and in addition to the Material Facts disclosed on June 5, 2025 and May 28, 2026, hereby informs its shareholders and the market that it has, on this date, completed the acquisition by the Company, through its subsidiary Suzano International Holding B.V., of a 51% equity interest in FamPro Tissue Holdings B.V. (the “Target Company”, which will be designated “Arbex”), from Kimberly-Clark Corporation (“K-C”), following the satisfaction of all conditions precedent and the consummation of the closing acts provided for in the Equity and Asset Purchase Agreement entered into on June 4, 2025 (the “Transaction”).
The Transaction was settled through the payment by the Company of a total amount of USD 1.3 billion (one billion three hundred million United States dollars), equivalent to R$ 6.7 billion (six billion seven hundred million Brazilian reais), considering the initial capital structure of the joint venture, which, as of this date, has total net debt of approximately USD 1.0 billion, resulting from financing raised in connection with the Transaction. The purchase price remains subject to customary adjustments for transactions of this nature.
As a result of the closing, the parties have entered into a Joint Venture Agreement establishing the rights and obligations with respect to the governance, management, control and operation of the Target Company, as well as other related matters, reflecting the Company’s position as controlling shareholder.
In addition, ancillary agreements have been executed, including, among others: (i) transitional services agreements, pursuant to which K-C will provide certain services to the Target Company for a limited period in order to ensure business continuity; (ii) intellectual property license and use agreements; and (iii) other customary commercial and operational agreements for transactions of this nature.
The governance structure of Arbex has also been defined, including its Board of Directors and C-level structure, as follows:
Chairman of the Board of Directors: Mr. Walter Schalka, former CEO of Suzano S.A. and current member of its Board of Directors.
Members of the Board of Directors:
Mr. Carlos Aníbal Fernandes de Almeida Junior, currently Executive Vice-President Europe of Suzano S.A.;
Mr. Fabricio Bloisi Rocha, currently CEO of Prosus and Naspers, as well as the founder and Chairman of the Board of iFood;
Mr. Jeffrey Melucci, currently Chief Strategy, Business Development & Administrative Officer at Kimberly-Clark; and
Mr. Nelson Urdaneta, currently Chief Financial Officer at Kimberly-Clark.
Chief Executive Officer: Mr. Ehab Abou-Oaf, current President of the International Family Care and Professional business at Kimberly-Clark, having joined the company in 2019, with more than 30 years of international leadership experience in the consumer goods sector, including senior positions at Kimberly-Clark, Mars and Procter & Gamble.
Chief Operating Officer: Mr. Luís Bueno, currently Consumer Goods Executive Vice-President at Suzano S.A.
Chief Financial Officer: Mr. Oscar Mousinho, former Global CFO of Pet Nutrition at Mars and formerly CFO for Kimberly-Clark Brazil, Central America and the Caribbean.
Chief People, Sustainability, Communications and Corporate Brand Officer: Ms. Caroline Carpenedo, currently Executive Vice-President of People and Management and Safety at Suzano S.A.
The Transaction is aligned with Suzano’s long-term strategy of value-accretive growth with financial discipline, focusing on scalable businesses where Suzano can leverage its competitive strengths.
Suzano reaffirms its commitment to keeping its shareholders and the market duly informed about the development of its business and any other matters of interest.
São Paulo, July 1, 2026
Marcos Moreno Chagas Assumpção
Vice-President of Finance and Investor Relations