The public offering (OPA, in Spanish) prospect details that although a collective offer, it is not joint and several, that is, each one assumes responsibilities and commitments independently.
It was recently disclosed that five firms presented a joint public offer (OPA) to acquire up to 23.10% of the shares of the business group.
These five firms are Grupo de Inversiones Suramericana SA, Grupo Argos SA, Graystone Holdings SA, JGDB Holdings SAS and Nugil SAS. The latter two companies belong to Jaime Gilinski, an old acquaintance in buying Nutresa stock.
The OPA prospect details that, although this is a joint offer, it is not joint and several, that is, each firm assumes responsibilities and commitments independently.
It must be taken into account that after this takeover bid, the bidders would either consolidate a majority ownership, or at least considerably increase their share. As of June 2023, Grupo Nutresa's ownership split amongst Grupo de Inversiones Suramericana (35.61%), Nugil (31.41%), Grupo Argos (9.88%), and Micro Inversiones (2.38%), with the remainder distributed amongst smaller shareholders.
It should also be noted that this offer is part of an addendum signed at the end of last year under the Framework Agreement of June 2023. The addendum provided new terms and conditions for a swifter exchange of Nutresa's shares.
In the midst of this process, Grupo Sura reported that directors Jaime Gilinski Bacal and Gabriel Gilinski Kardonski resigned from the company's board.
Once all the transactions are completed, IHC, JGDB, and Nugil will hold a stake of more than 87% in Grupo Nutresa and will cease to be shareholders of Grupo Sura, among other things. Hence, both resignations were expected.
The 23.10% of Nutresa is equivalent to 105.73 million shares. US$12 is offered for each share, so the transaction is worth US$1.27 billion.
Recipients of this offer who wish to accept it are informed that they must express their acceptance through the brokerage company of their choice (which is a member of the BVC) and within the acceptance period, that is, within ten trading days counted from the start date of the period for receiving acceptances (March 18 to April 3).
What's next in the agreement between the Gilinski and the GEA?
The Framework Agreement and the addendum include the following steps:
First, the launching of a public acquisition offer (OPA) for 23.1% of Grupo Nutresa shares. This is launched jointly, but not severally, by Grupo Sura, Grupo Argos, a vehicle of IHC Capital Holding LLC, JGDB and Nugil.
Once the takeover bid for Nutresa is concluded, the second part of the shares exchange will be carried out so that Grupo Argos and Grupo Sura will deliver an additional 10.1% of Nutresa shares, in turn receiving the remaining shares of Sura and the Portfolio Company currently held by JGDB, Nugil and IHC.
