Business Context and Reporting Period
This Form 6-K filing, dated June 30, 2026, reports a joint material fact for Companhia de Saneamento Básico do Estado de São Paulo (SABESP) and EMAE – Empresa Metropolitana de Águas e Energia S.A. (EMAE). SABESP provides basic sanitation services in São Paulo, while EMAE operates energy and water resource systems. The filing details the execution of a "Protocol and Justification" for a merger in which EMAE will be merged into SABESP.
Key Financial Metrics and Transaction Terms
- Transaction Type: Merger of EMAE into SABESP. Upon completion, EMAE will become a wholly-owned subsidiary of SABESP and cease trading on B3's Traditional segment.
- Exchange Ratio: EMAE shareholders (excluding SABESP) will receive 1.31950000000 common shares of SABESP for each common or preferred share of EMAE held.
- Transaction Costs: Estimated total costs are approximately BRL 4,450,000.00, with EMAE bearing up to BRL 2,300,000.00.
- Withdrawal Rights (Appraisal Rights): Dissenting EMAE shareholders may be entitled to reimbursement at the book value per share as of March 31, 2026, approximately BRL 16.79 per share. SABESP shareholders do not have withdrawal rights.
- Financial Data: The filing does not provide current revenue, profit, cash flow, or debt figures for the reporting period. It references audited financial statements as of March 31, 2026, for valuation purposes but does not disclose the specific numbers in this text.
Material Changes and Corporate Actions
The primary material change is the formalization of the merger agreement between SABESP and EMAE. Key corporate actions include:
- Execution of the Protocol and Justification on June 29, 2026.
- Approval by the Boards of Directors of both companies to call Extraordinary Shareholders' Meetings (EGM).
- Scheduling of EGMs for both companies on July 30, 2026, to vote on the merger.
- Establishment of independent special committees at both companies to negotiate the exchange ratio.
Guidance, Outlook, Risks, and Contingencies
Management Commentary and Benefits: Management expects the merger to unify shareholder bases, simplify corporate structures, eliminate redundant costs, and enhance operational efficiency. The transaction is intended to allow greater focus on core operations.
Risks and Contingencies:
- Approval Risk: The merger is contingent upon approval by the shareholders of both SABESP and EMAE at the July 30, 2026 meetings. There is no assurance the merger will be completed or on the proposed terms.
- Financial Stability: EMAE reserves the right to reconsider the merger if paying withdrawal rights to dissenting shareholders jeopardizes its financial stability.
- Market Volatility: Share prices for both companies may fluctuate until and after the merger's completion.
- Execution Risk: There is no guarantee that anticipated cost reductions and synergies will be realized or achieved within the expected timeframe.
Investor Verification Checklist
- Verify the outcome of the Extraordinary Shareholders' Meetings scheduled for July 30, 2026, for both SABESP and EMAE.
- Confirm the final Exchange Ratio and any adjustments due to corporate actions between the protocol date and consummation.
- Review the full "Protocol and Justification" and Management Proposals for detailed valuation methodologies.
- Monitor the number of dissenting EMAE shareholders exercising withdrawal rights to assess potential cash outflows and the risk of merger reconsideration.
- Check for the disclosure of the specific date of consummation once shareholder approval is obtained.