As during this week, the independent members of the boards of directors of Grupo Sura and Grupo Argos had rejected takeover bids (takeover bid) of the Gilinski Group on shares of Nutresa and Sura, yesterday those of Argos and Nutresa cements.
The Cementos Argos board said that this decision was made with the “accompaniment of widely recognized financial and legal advisors and quantitative and qualitative considerations, rigorous technical analyzes and all relevant public information available to date were taken into account.” .
(Cementos Argos does not agree to sell in Grupo Sura’s takeover bid).
In their communication, the independent members of the board of the Grupo Empresarial Antioqueño (GEA) cement company said that from said analysis it was concluded that, “despite the fact that the new price offered is higher than the value of the share in the public market of Colombian securities before the first bid and greater than the value offered in the first offer, the price of this new operation is still materially lower than the fundamental value of the company”.
They said that it was even found that “said price is below its book value.
Another of the conclusions of the Cementos Argos board in refusing to participate in the takeover bid is that the price offered “disregards the leadership of Grupo Sura in its markets and the solidity of its portfolio investments.”
In evaluating the offer, among other aspects considered, the board of directors also said that “it took into account the high risk of apportionment present in this and in all partial takeover bids, which further diminishes its economic attractiveness”.
(Grupo Sura does not accept the second takeover bid for Nutresa either).
Another of the aspects listed by the Cementos Argos board is that “it has been assessed that the initiatives communicated by said company and the companies where it is an investor are aimed at closing the gap between the current market value of its shares and its fundamental value. ”.
The meeting was convinced that, by virtue of the fiduciary duties and acting in good faith that accompany the conduct of shareholders and administrators, the offeror, “In its capacity as a relevant shareholder of Grupo Sura, it will support and strengthen initiatives aimed at maximizing the value of shareholders and interest groups”.
The board highlights that due to the good operating performance of Cementos Argos at the end of 2021, this company has declared historic dividends to its shareholders and has reached the lowest levels of leverage in nearly a decade.
For its part, the Nutresa board said it did not accept Grupo Sura’s takeover bid after a detailed evaluation with the support of independent experts.
(GEB and Orbis, new moves in the BVC after Gilinski’s takeover bid).
The financial analysis of the second takeover bid was assisted by Rothschild & Co. The analysis of the potential environmental, social and corporate governance impacts was prepared by the Boston Consulting Group.
Additionally, the board in its analysis and decision-making process received legal advice in Colombia from Posse Herrera Ruiz and had the international legal advice of Simpson Thacher & Bartlett LLP.
NUTRESA RESULT
Grupo Nutresa reported that the Consolidated net income for 2021 was $676,879 million and registers a growth of 17.6% with a margin of 5.3% on consolidated sales.
During the past year, sales amounted to $12.7 billion, 14.5% higher than those registered in 2020. innovation sales they represented 17.2% of the Group’s total income during the year.
In Colombia, sales were $7.8 billion, 16.3% higher than the previous year, growth driven by outstanding commercial dynamics in all business units.
The International salesin Colombian pesos, amounted to $4.9 trillion, 11.8% higher than in 2020.
BRIEFCASE
