2023-06-21 08:00:26
Bogotá — The corporate bid that was born in November 2021 between the GEA and the Gilinski Group reached an agreement a month ago when the businessmen signed a memorandum of understanding with which they would settle their differences and distribute the cake. One of Jaime Gilinski’s lawyers spoke with Bloomberg Línea to provide details of how the transaction was agreed upon, what is coming forward, and how it will be executed.
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“The first thing is that the agreement was prepared in Madrid, that is, the memorandum of understanding set the guidelines for what was published on how this exchange of shares that Jaime Gilinski, IHC and JGBD had in Grupo Sura in exchange for of 56% of the shares of the Nutresa group, which, added to the 31% controlled by Jaime Gilinski, is what will allow it to reach the 87% that has been discussed”, says Fandiño de la Calle.
Regarding the conditions of the agreement, Fandiño says that “the essential point is that close to 40% of Sura will be delivered in exchange for 56% of Nutresa to complete 87% of Nutresa and by virtue of that agreement it was agreed that neither Sura nor Argos they will have Nutresa shares, and at the same time, Nutresa will not have shares in Sura or Argos nor will Jaime Gilinski and his companies have a stake in Sura”.
The mechanism
Fandiño de la Calle explained that once the agreement was reached between the GEA and the Gilinskis at Gómez Pinzón Abogados, they had the task of studying what was the best mechanism to execute the agreement and that it would be convenient for both Sura and Argos, and therefore Of course, the Gilinskis.
“How is all this implemented? We sat down in Gómez Pinzón to find a beneficial solution for all parties and thus an agreement was reached to exchange shares through public offerings (OPAs) and a trust agreement mechanism and also a spin-off in Grupo Nutresa” .
The first step
Regarding the chronology of the operations and how they are going to be carried out, Fandiño clarifies that “the first thing that has to happen is that Nutresa has to get out of the shares it has in Sura and Argos through a split in which Nutresa is divided into two companies with the same shareholders in each of them. There, all the shareholders must be very calm because they are all going to be given shares of the two companies, ”he says.
He details that “the only thing that this new company that is going to be created will have are the shares that Nutresa currently has in Grupo Sura and Grupo Argos. In this way, Nutresa ceases to be a shareholder of the two companies, and almost simultaneously there will be an autonomous patrimony in which there will be contributions from Sura, Argos JGBD and IHC, in which the shares of Nutresa that Today they are from Sura and Argos and once this is parked there, there will be a takeover bid for Sura and Argos for Nutresa shares, with the purpose of collecting the additional 10% with which Gilinski will be able to deliver 87 %”.
The last takeover
On November 10, 2021, Jaime Gilinski turned Medellín upside down after launching a takeover bid for 25% and up to 50% of Grupo Nutresa. Since then, 7 offers have passed, 3 by Sura, 3 by Nutresa and 1 by Argos.
The saga of takeover bids by the GEA companies is expected to end with one last one, but no longer from the Cali banker but from Grupo Sura and Grupo Argos for 23% of Nutresa’s shares, this with the purpose of complying with the agreement they have with Gilinski.
“Today Gilinski has 31%, and what they have between Sura and Argos adds up to around 46%, for which 10% would be needed to achieve the Madrid agreement and for that a takeover bid will be made, but the offer must Being for the total 23% that is in the market, 10% completes the contribution of Sura and Argos to exchange for Nutresa”, explains Fandiño.
However, it must be borne in mind that, although only 10% is required to reach 87%, which must pass, at least, to Gilinski, the takeover bid will be for 23%; however, at the end of the agreement neither Sura nor Argos may have Nutresa shares in their portfolios.
In this regard, Fandiño explains that it was established in the agreements that “any participation that Grupo Sura and Grupo Argos acquire through the OPA above 10.1%, will be reimbursed to these companies by IHC, Nugil or JGBD at a price of US$12 per share”. In other words, if the takeover bid is successful and the GEA companies collect from the market the 23% that is on the stock market, they will use 10% to complete the Madrid agreement with which Gilinski will complete 87%, and the remaining 13% will be purchased. Gilinski or IHC through one of their companies at a price of US$12 per share, thus fulfilling the premise that neither Sura nor Argos own Nutresa shares.
On the other hand, it should be noted that in a conversation with investors, Gonzalo Pérez, president of Grupo Sura, assured that they hope to complete the agreement with Gilinski in the next 6 months.
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