For almost four months, Sura and Nutresa, the large holding companies of the so-called Grupo Empresarial Antioqueño (GEA) have been subject to Public Acquisition Offers (OPA) launched by the banker Jaime Gilinski, who has obtained relevant minority stakes to date: 25 .3% and 27.7%, respectively.
Today the second takeover bids are ending and, from what it seems, this time it will not achieve the task it had set for itself.
And it is that the investor seeks to acquire up to 31.55% of Sura and 50.58% of Nutresa to become the main shareholder of these conglomerates, deconfiguring the aforementioned corporate castling that these companies have sustained for 40 years together with the Grupo Argos, and thus have a seat, voice and vote on the board of directors.
Those who knew Gilinski in New York, in the year 2000, rule out that the offers for Sura and Nutresa are just to keep percentages like those accumulated up to now. “He is an investor to command and with his character, his ego and his preparation, he is going to go for more,” they say.
This is how they foresee that following these first investments in GEA companies, a period of seasonality would follow in which Gilinski would deepen his knowledge of Paisa companies to prepare a greater attack at the end of this year or the beginning of 2023, since they assume that their Cash is unlimited and the association with one of the largest global funds —Royal Group, from Abu Dhabi— gives it a very powerful financial muscle to acquire more shares of Nutresa or Sura, and even of Bancolombia, which will be “the final objective”, and whose possible integration with GNB Sudameris is exposed in the OPA booklets by Sura.
“He is not going to look bad with his partners in the Middle East nor is he going to tell them that 25% of Sura and Nutresa are leaving them there, that is not going to happen and a bigger attack will come. We will have to wait.”
The second takeover bids
In this environment, the companies JGDB Holding and Nugil (used to propose the OPA) and the market are waiting for the results delivered today by the Colombian Stock Exchange (BVC) of the second offer made to the shareholders of Sura and Nutresa so that they sell more titles, and with which Gilinski would reach the largest portion he wants in the paisa companies.
In development of the offers that have been taking place simultaneously since February 8, the stock market has received 1,553 acceptances that represent 9.89 million shares, that is, 2.11% more than the Sura property that the investor might buy.
Similarly, the BVC has received another 1,008 acceptances from Nutresa shareholders who have expressed their intention to sell, which would allow Gilinski to add another 1.42%.
Although the GEA companies and several analysts have insisted that Gilinski’s offers ignore the fundamental value of Sura and Nutresa, the fact that these proposals are in dollars per share has encouraged several small shareholders to sell. The North American currency has been on the rise since November 10, 2021 when the first takeover bid for Nutresa was launched and, for example, during February the price was in the range of $3,900.
For analysts, the environment ahead of the presidential elections has also played in favor of Gilinski’s offers, since a possible victory by Gustavo Petro would be causing some decisions to sell titles to be brought forward.
Adjusting quotas
With a view to the next ordinary shareholders’ meetings of Sura (March 25) and Nutresa (March 22), in which the participation of Gilinski or his proxies is expected, the administrators of these companies have modified some conditions to elect their boards directives.
Grupo Sura announced a week ago that it reformed its Code of Good Governance, and in particular the chapter corresponding to the board of directors. The change introduced had to do with the quality of the members of the board, which fell from four to three independent, while the patrimonial ones went from three to four.
Meanwhile, Cementos Argos, a subsidiary of Grupo Argos, owner of regarding 6% of Sura, approved a statutory reform to eliminate the term of ten consecutive years as the maximum time for a member of the board of directors to be elected as independent. .
Thus, the cement company’s board will be made up of seven members (three patrimonial and four independent), elected for periods of one year and reelected indefinitely.
For some analysts, these moves are very intelligent, as they aim to generate obstacles for the new shareholder, so that they do not have flexibility in their entry or their allies to the boards.
Others think that in this aspect the GEA companies have been poorly advised, because what they are trying to do is dilute Gilinski’s presence in the governing body and that might trigger complex legal problems.
“If someone has the majority and they change the number of members on the board, the result will be the same. Majority is majority and with each OPA Gilinski will have more participation”, they insisted.
not for sale
Given all this scenario, the administrations of Sura, Nutresa and Argos have held extraordinary meetings of shareholders to define the steps to follow, but in all cases the conclusion has been the same: do not sell to Gilinski.
This determination fell on the independent members of the boards of directors of these companies, who in general terms have pointed out the inconvenience of the business, insisting that the prices offered are lower than the real value of these companies. Likewise, it has been indicated that Gilinski’s offers ignore the leadership of Sura and Nutresa in the markets in which they have a presence and the solidity of their portfolio investments.
Faced with these positions, what was said last Thursday by Juan Pablo Quintero, in the extraordinary meeting of Nutresa, drew attention. The character that he said represented “some minority shareholders” suggested to the company’s board of directors to reveal what he believes is the fundamental value of Sura and how it is going to find a strategic partner for that organization.
This, in relation to the announcements of GEA companies regarding a series of strategies to boost holding companies and increase value for their shareholders, following Gilinski’s onslaught. Among these were the increase in dividends, which will be considered at the next meetings. Sura will propose raising it 30%; Nutresa, 35%, and Grupo Argos, more than 30%
Now the result of the second OPA is awaited, a process regarding which Sura left a message in recent days by describing as “inappropriate” the messages of those who suggest that the only correct decision would be to accept Gilinski’s proposal
25,3%
is Gilinski’s participation in Grupo Sura, following the first takeover bid.
