"The acquisition will expand ICTSI's presence in Brazil and strengthen its participation in the country's strategically important agricultural trade," it said.
Under the agreement, ICTSI will acquire 33,495,286 shares, equivalent to the entire outstanding capital of the terminal operators, at BRL19.41 per share. The total purchase consideration amounts to BRL650 million, or approximately $130 million.
The acquisition price was negotiated using a discounted cash flow valuation and will be paid in cash, subject to customary regulatory approvals and other closing conditions.
The agreement also includes an additional earn-out payment of BRL100 million if certain milestones are achieved within 18 months after the transaction closes.
The two adjacent terminals primarily handle imports and exports of agricultural products under long-term public lease agreements.
ICTSI said both facilities have recently completed a comprehensive modernization and expansion program, positioning them to support the region's growing agricultural trade and increasing cargo volumes.
The company is acquiring the assets from SIMPAR S.A. and CS Brasil Holding e Locação S.A., which the company said have no material relationship with ICTSI, its directors, officers or affiliates.