SAO PAULO Royal Dutch Shell Plc plans to make the biggest-ever foray into biofuels by an oil major, striking a deal with Brazil's Cosan to create a $21 billion a year ethanol joint venture.
The venture, which will be the No. 3 fuel distributor in Latin America's largest country, marks Shell's entry into ethanol production and underscores the biofuel's lure as an alternative to gasoline. It also follows moves by British oil company BP Plc, which in 2008 took a stake in a Brazilian biofuel project and unveiled $1 billion in investments.
Cosan shares soared 10.7 percent on Monday in Sao Paulo after the deal was announced. Shell shares rose 1.1 percent in London, outperforming a 0.3 percent rise in the Dow Jones European oil and gas index.
"It's a vote of confidence from an oil major for the Brazilian ethanol industry," said Jonathan Kingsman, managing director of the Lausanne-based Kingsman SA ethanol and sugar consultancy. "I expect more interest from the oil companies in Brazilian ethanol, both in production and distribution."
The 50-50 joint venture, with almost 4,500 filling stations nationwide, will better position Cosan and Shell to compete with the two top players in the market, state oil giant Petrobras and Ipiranga, a unit of Brazil's Grupo Ultra.
The deal calls for Cosan to transfer its sugar, ethanol, fuel distribution and energy generation units to the venture, with assets valued at $4.93 billion and debt of $2.52 billion.
Shell will contribute its retail fuel and aviation distribution business, valued at up to $3 billion, and inject $1.63 billion into the merged company in up to two years. In all, the value of joint venture can reach $12 billion.
Cosan first branched out into the fuel distribution business in 2008 when it acquired U.S.-based Exxon Mobil Corp's Esso chain of service stations for nearly $1 billion. Cosan also agreed in December to buy a local chain of filling stations called Petrosul for an undisclosed sum.
While the deal will not immediately add to Cosan's existing cane crushing capacity of about 60 million tonnes a year, it will give it a deep-pocketed partner at a time when some of its smaller rivals are vulnerable to takeovers.
The companies hope to more than double ethanol output to up to 5 billion liters a year from about 2 billion now, Shell's downstream director, Mark Williams, said in London, without giving a time frame. The increase would come from takeovers and organic growth, he added.
With world sugar prices clinging near 29-year highs, some analysts have wondered if ethanol can remain cost-effective as a fuel. But most analysts are now betting that sugar prices will retreat by the end of the year, which bodes well for cane-based ethanol such as produced in Brazil.
The deal is another feather in the cap of Cosan Chairman Rubens Ometto, whose family has been in the sugar business since 1936. On Ometto's watch, Cosan went on an acquisition spree and expanded into fuel distribution and port terminals.
Ometto hopes to capitalize on Shell's global clout to make ethanol a widely traded commodity.
"Brazil's aim is to become an ethanol exporter. Shell has distribution facilities throughout the world that we could use in a much more integrated way," Ometto said in Sao Paulo. "This step will be very important to consolidate ethanol as a clean and renewable fuel ... and help it become a global commodity."
Oil companies and major global investors have been searching for partnerships in Brazil's promising ethanol sector, which is largely dominated by family companies with complex ownership structures.
Shell has been looking for opportunities in Brazil's ethanol industry for years. About 90 percent of all new cars in Brazil are flex-fuel, running on any mix of ethanol and gasoline, making the country a huge market for biofuels.
Other foreign companies have also been looking to Brazil. U.S. agribusiness giant Bunge Ltd struck a deal in December to buy sugar and ethanol producer Moema for $452 million, while French commodities company Louis Dreyfus said in October it would take over the Santelisa Vale mill for an undisclosed sum.
COSAN EYES OVERSEAS MARKETS, TECHNOLOGY
The combined entity will have about 40 billion reais ($21 billion) in annual sales, Cosan Chief Financial Officer Marcelo Martins said on a conference call with analysts and investors.
For Cosan, the world's largest sugar and ethanol producer, teaming up with Shell could give it access to a vast overseas distribution network and new technologies in ethanol production, an area in which Shell has been investing.
"We'll have a partner with an absolutely huge international presence in fuels sales," Martins said.
The so-called second-generation in ethanol production has yet to reach commercial scale, but some companies are betting on the use of cellulosic material such as bagasse or cane stalks and grasses to make biofuels, in part to move away from making fuel from foodstuffs.
Cosan, which recently obtained a court injunction to remove its name from a government black list of companies with slave-like working conditions, said it had 180 days to discuss the nonbinding memorandum of understanding exclusively with Shell International Petroleum Co Ltd.
Brazilian investment bank BTG Pactual advised Cosan on the transaction, while JPMorgan Chase & Co advised Shell.
Cosan and Shell will have the option of buying each other's stake in the venture after 10 years, with the price to be determined at the time of purchase.
Earlier on Monday, Cosan released its quarterly earnings for the three months ended December 31. It posted net income of 167.1 million reais, up from 5.2 million reais a year earlier. ($1=1.87 reais) (Additional reporting by Reese Ewing in Sao Paulo and David Brough, Nigel Hunt and Tom Bergin in London; editing by Todd Benson, John Wallace and Andre Grenon)