The extraordinary meeting of Nutresa, one of Grupo Sura’s main shareholders, decided that only independent members of your board directive They will decide whether or not to accept the Public Acquisition Offer (OPA) launched by the Gilinski Group for the shares of Sura.
The meeting held in Plaza Mayor, in Medellín, had a quorum greater than 88%, and determined that the acceptance or not of the offer is decided by Mauricio Reina, Antonio Celia and Valeria Arango.
Another independent member of the board of Nutresa and minority shareholder of Sura, Jaime Alberto Palacio, it was also authorized by the assembly to be part of the determination made in front of the OPA.
To get to this point, the meeting’s agenda was modified, which included a statutory reform to recompose the Nutresa board of directors from 8 to 7 members.
In turn, the patrimonial members of the board of Nutresa, Gonzalo Pérez, president of Sura; Ricardo Jaramillo, Vice President of Finance of Grupo Sura; Juana Francisca Llano, president of Suramericana and Jorge Mario Velásquez, president of Grupo Argos, They will not be part of that discussion or of the decision, given the conflicts of interest that fall on them, for being part of companies and boards of other companies by virtue of the shareholding that exists between the companies for which Gilinski presented offers (Nutresa and Sura), which are currently in execution on the Colombian Stock Exchange (BVC). They even asked the assembly not to give them authorization to participate in that deliberation.
With the statutory adjustment, Ricardo Jaramillo, Grupo Sura’s vice president of Finance, left the Nutresa board.
The session was not without objections raised by the representatives of two minority shareholders who considered that the information offered by Nutresa regarding the takeover bid by Sura has been insufficient, and because the reasons for knowing whether the actions of those responsible for the decision would be beneficial to small shareholders are not known.
For its part, Cementos Argos communicated that in an extraordinary meeting, and with a participation of more than 86% of the company’s ordinary shares, at that meeting the proposal was approved so that Jorge Mario Velásquez, Alejandro Piedrahita and Rafael Olivella refrain from participating in the deliberation ahead of the Board of Directors regarding the takeover bid for Sura, a conglomerate in which the cement company has a 6.07% stake.
“Consequently, the Board of Directors of Cementos Argos, with the participation of its four independent members, will proceed to analyze and decide on the offer, a process in which it will have the information available on it, as well as the accompaniment of legal advisors. and financial. Any decision on the offer will be communicated once the Board of Directors has decided, “says the statement.
For the afternoon of this Tuesday the Assembly of Shareholders of Grupo Argos is also called, which will face a similar decision.
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