aliar verbs (AALR3) Wednesday’s session (22) takes place after the news that occurred on the company’s structure. The company reported that its monitors signed a contract to sell up to 62.4 million common shares to the Fonte de Saúde investment fund, which is managed by MAM Asset Management, which is owned by businessman Nelson Tanor.
But the process sparked controversy. Acquiring more than half of Alliar’s share capital, Tanure Fund will have to submit an Takeover Offer (OPA) to purchase the minority stake for the same amount expected in the transaction: R$20.50 per action.
However, some investors see loopholes in the terms of the contract to exclude these minority shareholders. “The relevant fact unequivocally shows an attempt to pay the control premium disguised as put options,” said Vladimir Timmerman, an active director at Esh Capital, on social networks.
Aliar shares were down 20.35% in the session at R$14.25.
In the information disclosed to the market, Alliar explained that the contract stipulates that existing controllers will be able to sell a smaller amount of their shares, which can be determined up to five days before the transaction closes. Therefore, it is not yet possible to determine how many shares will be sold to the Tanure Fund.
Thus, sellers are free to withdraw the shares from the contract without any penalty. The contract also allows the selling shareholders to choose a put option in the fund to be exercised on the second anniversary of the contract at the same price currently offered plus interest.
The fund in question currently owns 26.91% of Alliar (AALR3) shares while the controlling block holds 52.75% of the shares. If all shareholders elect to sell their stake immediately, Tanure will own 79.66% of the share capital and will be required to submit a public tender offer to all minority shareholders in accordance with Novo Mercado rules.
It is also worth noting that any case of commitment to carry out a public offering of shares by way of the sale of control (OPA), by the investment fund Fonte Saúde, will only be recognized and confirmed by the conclusion of the transaction.
According to the statement, the closure of the operation will be subject to the approval of the Administrative Council for Economic Defense (CADE).
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“We now have a neutral rating of Alliar (AALR3) as the risk asymmetry appears complex at this point, with an upside potential of about 15% in the IPO scenario, but there is an unknown downside in the absence of an IPO (the stock was trading at lower from R$13 before an offer of R$20.50 by controlling shareholders), according to a report by Safra, which has a target price of R$17 per share.
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