The Sura Group, one of the largest financial holdings in Colombia and a component of the so-called Grupo Empresarial Antioqueño (GEA), modified its statutes to improve management policies, to more clearly define the duties of administrators and especially, have a clear path to protect shareholders in the event of a possible new public takeover bid (OPA) in the future.
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The changes were made at an assembly that divided the discussion into several axes: The first, related to management and administration, as well as the duties of administrators, The second, with the issues related to the shareholders’ meeting, the third, the modifications on the functioning of the board of directors, the fourth modified an article of functions of the legal representatives and articles of distribution of profits were adjusted and a cause for dissolution was eliminated.
Two others contemplated an adjustment to the dispute resolution and A new article was included to ensure equitable treatment of shareholders.
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The latter, which was the most important, established the obligation to pay all shareholders who so request, the highest price that the offeror has paid in any of several takeover bids. successive advances to purchase common shares of the company over a period of up to 36 months.
It should be remembered that at the end of November 2021, the Gilinski Group began to carry out several consecutive takeover bids at incremental prices, initially with Nutresa and then with Grupo Sura.and in the latter the intention was to achieve an integration of Bancolombia with the bank GNB Sudameris, which it owns.
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The process, which was full of financial and legal controversies, ended with an agreement that allowed the Gilinskis and their Arab partners to keep Nutresa and return to Grupo Sura and Grupo Argos the shares it had acquired in Grupo Sura.
Sura Group.
And the movement that the extraordinary assembly of Grupo Sura made seeks that in the event of a possible new takeover bid in the future of any group, be prepared to prevent shareholders from be harmed if the tactic of carrying out several purchase processes at incremental prices is repeated, in which some partners are affected by transactions at higher prices for the securities than they could have sold them for.
The statutory reforms recently adopted by Grupo Sura, Bancolombia and Grupo Argos seek to ensure that shareholders are treated equally and have options to exit their investments. at appropriate prices in the event of a takeover bid.
Analysts considered that the changes are good to prevent those who sell their shares from being harmed in the event of a new takeover bid at a higher price and so on, and they estimated that one way to counteract the desire to sell is to pay good dividends. and the shares are given greater liquidity.
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HOLMAN RODRIGUEZ MARTINEZ
Portfolio
