For three weeks, negotiations with Grupo Nutresa shares have been suspended in the Colombian Stock Exchange (BVC), waiting for the booklet of the Public Acquisition Offer (OPA) to be known, which was launched on September 20 IHC Capital Holding LLC.
The offer of US$15 for each share of the food company has been favored by the increase of $196.77 observed in the dollar exchange rate, since the species is suspended at $36,980 and with the price of the North American currency of $4,611 .88 its value would be $69,178, almost twice its market price.
But, what would be delaying the progress of the takeover bid, the fourth by Nutresa in less than a year? Everything indicates that the bottleneck lies in the fact that it is not yet clear whether IHC is an “independent” investor, as Jaime Gilinski recently stated in an interview with the Spanish newspaper El País, or if it is one of its allies or partners, that is, if they are the same supplier.
If, as Gilinski stated, “the latest offer (for Nutresa) is from the IHC group in Abu Dhabi, with which I have nothing to do,” it would be normal for Nugil, the banker’s company that owns 31.09% of the conglomerate of food, take advantage of the bargain that would represent income for US$2,134.9 million, allowing him to earn US$1,008 million following the two takeover bids that he executed for the company from Antioquia, on whose board of directors he occupies two seats.
¿Autojack?
Eleven months following launching the first takeover bid by the companies of the so-called Grupo Empresarial Antioqueño (GEA), Nutresa, Sura and Argos, corporate analysts believe they have detected several false moves committed by Gilinski, of which he became aware, and for which IHC might be the remedy.
The investigations date back to December 2020 when a request was filed with the Superintendence of Industry and Commerce (SIC) to analyze the possible integration of JGDB Holding and Grupo Sura, specifying that Gilinski initially contemplated for the control of the financial holding, claiming between 50.01% and 62% of the shares.
What stopped it? The subsequent takeover bids, which are mandatory, must be launched within three months, the price is set by a third party and this would be worth more than US$5,000 million. We explain: to have the shareholdings that Gilinski has today in Nutresa (31.09%) and Sura (38%) launched consecutive and incremental offers, that is to say in series and fixing in each one the price that it was willing to pay, which It cost him $2.5 billion.
Having gone for control of Sura, the move would have been too expensive for him and, apparently, he realized it and gave up. And it is that with 50.01% of Sura in his pocket, Gilinski would have been obliged to launch new takeover bids for companies listed on the stock exchange, in which the paisa financial holding company has a significant stake, which Colombian law establishes in 25%.
In other words, it would have had to launch other takeover bids within three months for 46.2% of Bancolombia, 35.32% of Argos and 35.61% of Nutresa, that is, for the same percentage that Sura holds. in those societies.
In addition, in light of Decree 2555 of 2010, which seeks to guarantee the rights of minority shareholders, in the case of subsequent takeover bids, the price of the shares must be determined by an independent appraisal entity and not unilaterally by the offeror.
In that scenario, Gilinski would have recomposed the course and therefore decided to aim for the control of Nutresa, so as not to have to launch the subsequent takeover bids since this company does not have Bancolombia species, and its participation in Argos and Sura does not exceed 25%. (see parentheses).
Thus, in November 2021, the SIC notified the receipt of the request to study the possible integration between Nugil and Nutresa, and that same month Gilinski’s first takeover bid was launched.
Soloist or duo?
Now the game is in the hands of the Financial Superintendence, which must establish whether or not the IHC takeover bid for Nutresa involves Gilinski.
“The authorities must ensure that there is absolute clarity regarding the independence or not of the new bidder with respect to Jaime Gilinski,” noted small shareholders, who are closely following the process.
And it is that if the Gilinski family does not sell, it would be inexplicable that other Nutresa shareholders, such as Sura and Argos, would later be questioned for adopting the same position.
If, on the other hand, Gilinski and the Arab investor act in an agreed manner and the takeover bid is successful, there will be room for supervening offers, and that is why the booklet is expected to clear up the unknowns.
At this point, the key is that by adding the portion that Nugil has in Nutresa of 31.09% and the portion that his possible partner IHC wants, of at least 25%, they would be accessing direct control of the food company with 56 .09%, and they would obtain indirect control of Sura, since Gilinski has 38% of the shares of that company, to which Nutresa’s 13.07% stake would be added for a total of 51.07%.
Faced with this possibility, small investors maintain that Gilinski and company are obliged to launch the subsequent takeover bids, which have not been brought to the table so far.
At current prices, a series of takeover bids for 46.2% of Bancolombia, 35.32% of Argos and 35.61% of Nutresa would be worth around $23 billion (more than US$5 billion), but in this case it would be a third party who would set the prices for those offers.
Additionally, if they reach their objective in the fourth takeover bid for Nutresa, IHC and the Gilinski family would indirectly obtain 47.34% of the shares of Grupo Argos without having bought any kind of the infrastructure holding company, and they would be 2.67 % to control it.
Obviously, Gilinski knows that the eventual control of this company also has a cost, because it would have to launch the subsequent takeover bids for its subsidiaries listed on the stock exchange: Cementos Argos, Celsia, Celsia Colombia and Cetsa.
It is worth noting that between June 21 and July 6, Nugil executed a takeover bid for Argos with which he sought to obtain at least 26% of its shares, but it was declared void and the offeror did not accept the 11.08% that the shareholders were willing to sell him.
US$15
offers IHC in the fourth OPA that was launched by Grupo Nutresa on September 20.