As a minority shareholder of Nutresa (30.8%) and Sura (31.5%), Jaime Gilinski was present yesterday at the extraordinary meeting of Grupo Argos, in which he made his voice heard for having, according to him, a important indirect participation thanks to the percentages obtained in the Public Acquisition Offers (OPA), which it launched since November of the previous year.
In this context, there are those who consider that the Gilinskis and investors who support them should assume their role in the companies of the so-called Grupo Empresarial Antioqueño (GEA) with total transparency and responsibility, with the best interest and for the benefit of the companies, the region and the country, because, after all, they themselves will benefit as shareholders from the good results that they can achieve.
And it is that the intervention of the banker and the questioning that he made to the independent members of the board of directors so that they agree to sell the 9.8% that Grupo Argos owns in Nutresa, showed that his presence will not be passive and that he will exercise and assert all your rights.
“For Grupo Argos, accepting the takeover bid in progress means an entry of $2.13 billion, which represents a multiple of 32 times the profits that corresponded to it for the participation it has in Nutresa,” he specified.
In addition, he emphasized that the 45.24 million shares that Grupo Argos has in Nutresa will generate $42,891 million in dividends this year, but accepting his offer would represent a figure 48.7 times higher.
“I remind you that you cannot act in a group, and this offer must be viewed solely for the benefit of Grupo Argos shareholders, including all minority shareholders, and pension funds,” he said, addressing the board of directors.
Of that so good…
Another account that Gilinski made is that Colombian public debt papers are approaching a yield of 10%, for which he stated that investing the $2.13 billion from the sale in those titles would generate some $200,000 million without risk for the company. figure higher than the $42,891 million that will be received this year for dividends.
But, for the members of the Think Tank of the EIA University, the accounts made by Gilinski should be well analyzed.
This is how they note that the difference in the offer price for Nutresa shares between the first OPA (US$7.71) and the third (US$12.58) is US$4.87, that is, 63% in so only three months.
“How is this explained for those who sold in the first OPA? Given what these figures show, it is pertinent to pose new questions: has this form of supply been transparent and what is pursued with it? Should we wait for a fourth and other takeover bids in search of their objective? If they do not take control as has been the purpose, what do the Gilinskis plan to do and how would they proceed to recover their investment?”, the EIA inquired.
Looking back, the banker recalled that under the advice of JP Morgan and the consulting firm EY, in December 2021, Grupo Argos indicated that the offer (of US$7.71 per share) considerably underestimated the fundamental value of Nutresa.
In January, when the second takeover bid was rejected, Gilinski drew attention to the fact that the consulting firm EY no longer accompanied Grupo Argos in the analyses, arguing that the price offered at that time of US$10.48 per share was lower than the fundamental value of the Antioquia food holding company.
“Today the new offer of US$12.58 per share, under all valuation methods, exceeds the fundamental value. And, especially, JP Morgan must be very strict in the cost of capital rates it applies and very sincere so that the decision benefits all shareholders”, Gilinski emphasized.
But the academics have another perception and it is about the performance of the pension funds with a shareholding in Nutresa: “why did they sell the shares under a conjunctural opportunistic criterion and ignore other criteria? Why, when this bad decision was revealed with the successive takeover bids, have they been silent and have not given explanations to their savers and to society, despite the voices of warning that were pronounced from the beginning? And finally, why so much arrogance on the part of these actors who have not explained anything?
more assemblies
While Gilinski focused on highlighting his message to the Grupo Argos board of directors in Medellín, the subsidiary Cementos Argos, in Barranquilla, also defined in an extraordinary shareholders’ meeting that the four non-patrimonial members of its board decide whether to sell or not on the 6th. .08% that the cement company owns in Grupo Sura.
At the close of this edition it was not known if the independent members of the boards of Grupo Argos and the cement company had made any decision.
For its part, this morning at eight o’clock, at the Executive Country Club in Medellín, the Sura Group will hold a meeting to evaluate and decide on the potential conflicts of interest of its board of directors, in the face of a possible sale of the 35.61% that it has in Nutresa.
From the point of view explained by Gilinski at yesterday’s meeting, his offer would be positive since the 163 million shares that Sura has of Nutresa would be worth some $7.5 billion.
And tomorrow, Thursday, at eight o’clock in the Metropolitan Theater, Nutresa, which owns 13.07% of Sura, has summoned its shareholders to take a position on the takeover bid that will be open on the stock market until April 25 .
The interest
Reinforcing the message to the independent members of the Grupo Argos board, Gilinski reminded them that their duty is to ensure the benefit of the company and its shareholders, and that on January 11, in an interview with a newspaper, the company’s management He had assured that in the case of Nutresa, what was being sought was a partner that could pay a value closer to the fundamental value of this company.
“After almost four months and three takeover bids, they have not managed to get a competitive offer. In addition, it was said that the decision to be made would be purely financial”, added Gilinski, who considered that in the current situation the Colombian capital market needs clear signals, while at the same time he declared himself attentive to the decision that is made, and to the argument and explanations that are issued against the determination that is adopted.
For analysts, it is evident that in order to achieve his objectives, the banker has used questionable strategies, such as pointing out possible shortcomings in the management and decisions of the GEA companies, seeking to generate doubts about their directors, their boards of directors and their shareholders, trusting in that they will be able to convince them to accept their offer, and in some cases, even with threats of legal action if they do not proceed with the sale.
For Jorge Mario Velásquez, president of Grupo Argos, the board of directors has exercised its duty with absolute rigor with the best possible advisors to analyze the offers that have been presented from all perspectives, always with the best interest of all the shareholders of the conglomerate of Antioquia infrastructure.