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February 9, 2022
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This was the first day of the second takeover bid for Nutresa and Sura

This was the first day of the second takeover bid for Nutresa and Sura

On the first day of the second season of offerpublic acquisition companies (takeover bid) of the Gilinski group Regarding Nutresa and Grupo Sura, a greater number of acceptances were presented than at the beginning of the first operations, at the end of November 2021.
According to the Colombian Stock Exchange, for Nutresa an acceptance was presented which offers to sell 1,000 shares.

(Read: Jaime Gilinski and his son resign from the board of directors of GNB Sudameris).

On the other hand, for group Sura six acceptances arrived with 100,664 shares, that is, the 0.34% of the maximum percentage to buy and they represent 0.02% of the total outstanding shares of the financial holding company Grupo Empresarial Antioqueño (GEA).
In the case of NutresaGilinski intends to buy between 18.3% and 22.88% of shares from a price per title of US$10.48. For now, they are the owners of 27.69% of the company, after the takeover bid that ended on January 12.

(Read: Gilinski’s second bid series for Nutresa and Sura started strong).

On the side of Grupo Suramericana, it seeks acquire between 5% and 6.25% of the common shares, paying US$9.88 for each one. At the moment, Gilinski owns 25.25% of the company’s shares after the takeover bid that ended on January 11.

INTEREST CONFLICT

Yesterday, as a previous and necessary step for the March 22 and 25 meetings of Nutresa and Grupo Sura, where Jaime Gilinski and Gabriel Gilinski will enter as members of their boards of directors, the two executives They resigned from the board of their own bank, GNB Sudameris.

This situation occurred because the Gilinskis cannot be part of the boards of directors of Grupo Suramericana and the GNB Sudameris bank at the same time, as a rule and to avoid conflicts of interest.

This decision constitutes a previous and also necessary step for the realization of the assemblies of the GEA companies where the two executives will enter to take part.

(Read: The second season of Gilinski’s bid for Sura and Nutresa begins).

TO THE ASSEMBLY

It was learned that the Gilinskis, after contacts with the directors of the GEA companies, will be on a single list of the two boards in which the group from Antioquia will have three main representatives.

In addition, a consensus and rules of the game will be reached to elect the independent members of the boards, that is to say that they are not patrimonial, nor employees, nor family contractors of the respective companies.

Already within the boards, with voice and vote, handling of internal information and in accordance with the rules of good corporate governance, according to an expert lawyer on the subject, it would not be well seen that the Gilinski seek to call a new takeover bid to try to become to the control of more participations, although there is no rule that strictly prohibits it.

(Read: Nutresa and Sura will hold extraordinary meetings to decide on the takeover bid).

This, due to the fact that the market has said that the appetite to sell by those who have shares in Grupo Sura will make them reach acceptances for more than 6.25% that the Gilinskis have as a maximum limit. In the market, several analysts have estimated that a proration could be made to try to improve the conditions of acceptances.

And it is that the Gilinskis do not seem to be interested in carrying out a kind of rake operation since that would not lead them to have total control of Nutresa or further increase the number of members of the board of directors.

What’s more, the GEA has announced in recent days that prepares to give them guarantees and access to information to all shareholders, in compliance with corporate governance regulations.

Jaime Gilinski, in dialogue with Portafolio two months ago, had said that the executives of the companies are competent and he would work with them to generate more value.
What analysts consider is that in view of the assemblies, the atmosphere between the companies, directors and new shareholders is very different from that of two months ago.

BRIEFCASE

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