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Orizon Announces Merger and Acquisition of Vital, Expands Waste Management and Accelerates Investments in Biogas and Biomethane in Brazil.
Orizon Waste Valuation announced, this Wednesday (17), the Merger and Acquisition of Vital, a company in the portfolio of the Queiroz Galvão family, in a strategic move that repositions the company as an absolute leader in Waste Management in Brazil.
The operation takes place through the exchange of shares, without financial disbursement, and significantly increases Orizon’s presence in several regions of the country.
The goal is to gain scale, increase efficiency, and accelerate investments in sustainable solutions, such as biogas and biomethane.
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The deal, considered “transformational” by Orizon’s CEO, Milton Pilão, raises the volume of waste under management from 8.7 million to approximately 14.2 million tons per year. As a result, the company will manage waste equivalent to about 40% of the garbage generated by the Brazilian population, strengthening its position in a strategic sector for the circular economy.
Merger and Acquisition Strengthens Orizon’s Numbers and Market Value
The combination of Orizon and Vital creates a group with annual net revenue exceeding R$ 3 billion. The consolidated EBITDA is expected to approach R$ 1 billion, while the estimated annual profit exceeds R$ 350 million.
Currently valued at around R$ 6 billion, Orizon posted revenue of R$ 281 million and a net profit of R$ 27.3 million in the third quarter.
After the Merger and Acquisition, the combined market value of the companies reaches approximately R$ 9 billion, reflecting the direct impact of operational scale and asset diversification.
Operation Structure and New Shareholding Composition
The transaction was structured through the issuance of 41,197,230 new ordinary shares of Orizon, as well as 5,646,849 subscription bonuses. Thus, there is no cash payment.
With the new shareholding configuration, Orizon’s controllers, reference shareholders, and the manager EbCapital now hold 30.4% of the company.
The controllers of Vital hold 30% of the capital.
The remaining shares remain in free circulation in the market, comprising the free float.
Expansion of Waste Management and New Ecoparks
One of the main effects of the Merger and Acquisition is the 62% increase in Orizon’s Waste Management capacity.
The incorporation of Vital adds 12 ecoparks to the operation, structures that integrate landfills, waste treatment, and biogas production.
Additionally, Orizon will operate in strategic markets where it had no significant presence before, such as Belo Horizonte, São Luís do Maranhão, and São Paulo.
The latter hosts the largest waste concession in Latin America, reinforcing the importance of the move.
After the full integration of the assets, the group is expected to reach 34 ecoparks, including four still in the licensing phase.
“This results in enormous purchasing power for inputs such as liners for leachate treatment,” explains Milton Pilão, also highlighting the operational gains provided by scale.
Biogas and Biomethane Gain Prominence in the Strategy
The expansion of the asset base creates room to accelerate projects related to renewable energy generation.
The Merger and Acquisition allows for increased investments in biogas and biomethane, fuels produced from the decomposition of waste and considered essential for the energy transition.
Furthermore, the company intends to advance in generating carbon credits and offering integrated Waste Management services.
Who is Vital and Its Relevance in the Sector
Vital, part of the portfolio of the Queiroz Galvão family, currently operates in eight Brazilian states.
The company manages 12 operational ecoparks, with approximately 5.3 million tons of waste allocated and 3.4 million tons collected annually.
Vital projects revenue close to R$ 2.1 billion, EBITDA around R$ 500 million, and net profit of approximately R$ 280 million.
The estimated net debt stands at approximately R$ 360 million, a level considered manageable within the combined structure.
Governance, Benefits, and Risks of the Operation
From a corporate governance perspective, the agreement foresees the signing of a new shareholders’ agreement valid for 20 years.
The board of directors will be composed of 11 members, four of whom will be appointed by the current reference shareholders of Orizon.
The controllers of Vital will have veto rights on specific matters, in accordance with their shareholding participation.
In a statement, management highlights as main benefits of the Merger and Acquisition greater revenue predictability and the economies of scale.
On the other hand, among the risks are the need for approval from the Administrative Council for Economic Defense (Cade).
The implementation of the deal also depends on the approval of Orizon’s shareholders at a meeting, without the right of withdrawal for dissenters, as provided for by corporate legislation.
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