Gol reorganizes companies and announces intention to leave the Ibovespa

Gol Linhas Aéreas Inteligentes SA (GOLL54) announced this Monday (13) that its Board of Directors approved the incorporation of the company itself and Gol Investment Brasil SA (GIB) by Gol Linhas Aéreas SA (GLA), wholly controlled by Gol. The move is part of a corporate reorganization plan that will result in the company's delisting from level 2 of the São Paulo Stock Exchange (also called B3).

According to a market statement, the merger aims to "simplify the corporate structure, reduce costs, and seek operational and financial synergies within the group." With the transaction, GLA will concentrate its activities and fully succeed Gol and GIB in their rights and obligations.

Public offering and delisting from B3

With the reorganization, GIB, the current controlling shareholder, will launch a public acquisition offer (OPA) to delist from Level 2, as required by B3 regulations and CVM Resolution 215/2024. The offer will be targeted at minority shareholders holding preferred shares in the company.

The transaction is subject to the preparation of an economic-financial evaluation report, which will be conducted by a specialized company to be chosen at a meeting of preferred shareholders scheduled for November 4, 2025.

Gol also reported that, if the total amount to be paid in the OPA exceeds R$47.25 million, GIB may choose not to launch the offer, which would make the incorporation unfeasible.

Impacts for shareholders

Following the transaction, Gol shareholders will hold common shares in GLA, which has no plans to become a publicly traded company or list its shares on the B3 stock exchange. This means that investors who remain in the company will hold shares that are illiquid and outside of Level 2 governance rules.

“In accordance with CVM Guidance Opinion 35, the Company's Board of Directors approved the establishment of the Company's independent committee, formed exclusively by independent directors, to negotiate the terms and conditions of the incorporation and the resulting exchange ratio,” the airline said in the statement.

Gol recognizes that there is a risk of loss of liquidity and corporate governance, since GLA, as a privately held company, will not be subject to the same transparency requirements and rights guaranteed to minority shareholders.

Operation context

The merger follows a capitalization process of over R$12 billion approved in May, in which the parent company GIB now holds approximately 99.97% of Gol's common shares and 99.22% of its preferred shares. As a result, the company's free float fell to just 0.78%, below the minimum required by B3 to remain in Level 2.

The stock exchange had granted Gol until January 2027 to re-accord with its governance rules, and until January 2026 for preferred shares to return to a minimum price of R$1.00. The company therefore decided to undertake a complete restructuring and exit the segment.

Goal and its next steps

The extraordinary and special general meetings of preferred shareholders are scheduled for November 4, 2025, when the merger and the appointment of the takeover bid evaluator will be voted on. After the settlement of the offer and the withdrawal period for dissenting shareholders, the merger will be implemented.

The company also announced that it will discontinue publishing financial projections (guidance) due to structural changes.

About Gol

Founded in 2001, Gol Linhas Aéreas is one of Brazil's leading airlines and part of the Abra Group. The company operates a fleet of 141 Boeing 737 aircraft and maintains partnerships with American Airlines and Air France-KLM.