Independent members of the boards of directors of these companies will define the tender offer for Sura.
In a discussion between lawyers, the extraordinary shareholders’ meetings of the Argos and Nutresa groups, main owners of Sura, were turned, in which finally the decision was similar: the independent board members will decide whether or not to accept the offer of the Gilinski Group for at minus 25.344% of Sura’s shares.
The debates were ignited in both meetings by Juan Sebastián Gaviria, representative of the shareholder Manuela Chavarro, who stated, among other arguments, that both Argos and Nutresa have not provided sufficient information to the owners of the company about the takeover bid, nor the reasons to establish that their actions would be beneficial to shareholders.
He also questioned that it had not been indicated in what sense the decision of the boards would be in front of the offer, and that the purpose of the assemblies was only to authorize some members of the boards to make the decision to sell or not.
Although in his speech Gaviria mentioned that the actions of Argos and Nutresa could be subject to “judicial review”, in dialogue with this newspaper the attorney for the shareholder said he did not know if any recourse would be filed.
However, it indicated that depending on the actions that could eventually be brought, the actions of Argos and Nutresa could be discussed in a judicial setting since “decisions would not be being made in accordance with the law”, and even resorting to instances such as the Superintendencies of Companies and Finance.
Regarding Mrs. Chavarro, whom Gaviria said to represent, it was confirmed that she owns four shares of Grupo Argos and a few of Nutresa, but her attorney did not know how to specify when she acquired them.
Other sources assured that Mrs. Chavarro is part of the Nieto Abogados firm, founded by Luis Eduardo Nieto who was a member of the board of directors of Banco GNB Sudameris in the period 2020-2021. Gaviria neither confirmed nor denied that version.
Boycott?
Faced with Gaviria’s proposals in the assemblies, the lawyers for Argos and Nutresa who intervened in the sessions held yesterday in Medellín came out in defense of the Antioquia companies and their administrators.
Regarding the observations about the meaning of the decision before the OPA by Sura that the boards of directors could make, it was expressed that it is not possible to anticipate it because it would violate the reservation enshrined in Law 222 that governs companies in Colombia, and it would be a Irresponsible action for companies like Argos and Nutresa that are listed on the Colombian Stock Exchange (BVC).
For their part, small shareholders who participated in the meetings maintained that these companies respect corporate governance, for which they affirmed that “it is worth keeping Sura’s shares”, and others stated that Gilinski’s intention through the offer made through JGDB Holding “he wants to put the tombstone on Grupo Empresarial Antioqueño (GEA)”.
The decisions
Following the pulse by the lawyers, the Grupo Argos meeting, which had a quorum of 84.55%, authorized the members of the board, Ana Cristina Arango and Claudia Betancourt to participate in the deliberation and decision on the takeover bid for ordinary shares of Sura.
Rosario Córdoba, Armando Montenegro and Jorge Uribe will also intervene in the determination that could be known on the afternoon or night of this Wednesday, January 5, while Gonzalo Pérez, president of Sura, and Carlos Ignacio Gallego, president of Nutresa, asked to be removed. .
On the other hand, the extraordinary meeting of Nutresa, another of Sura’s main shareholders, decided that only the independent members of its board will decide whether or not to accept the Public Offering of Acquisition (OPA) launched by the Gilinski Group for Sura’s shares. .
The meeting held yesterday in Plaza Mayor, Medellín, had a quorum greater than 88%, and determined that the acceptance or not of the offer is decided by Mauricio Reina, Antonio Celia and Valeria Arango.
Another independent member of the board of Nutresa and minority shareholder of Sura, Jaime Alberto Palacio, was also authorized by the assembly to be part of the decision made before the OPA.
To get to this point, the meeting’s agenda was modified, which included a statutory reform to recompose the Nutresa board of directors from 8 to 7 members.
The patrimonial members of that board, Gonzalo Pérez, president of Sura; Ricardo Jaramillo, Vice President of Finance of Sura; Juana Francisca Llano, president of Suramericana, and Jorge Mario Velásquez, president of Argos, will not be part of that discussion or the decision, given the conflicts of interest that fall on them, for being part of companies and boards of other companies by virtue of of the stock castling that exists between the companies for which Gilinski presented bids (Nutresa and Sura), which are currently being executed at the BVC (see Parenthesis).
$30.200
The price at which the Sura share opens today on the Colombian Stock Exchange (BVC).
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