Sura questions the legality of the takeover bid for Nutresa

The publication this weekend of the notices of the Public Offering of Acquisition (OPA) and the appearance of advertising pieces inviting the current shareholders of Nutresa to sell their titles constitute the most recent moves of the Gilinski Group to gain control of the food holding company.

For Grupo de Inversiones Suramericana (Grupo Sura), which owns 35.19% of the shares of Nutresa, the way the process is taking place does not comply with the regulations governing the Public Securities Market.

The argument of Grupo Sura, chaired by Gonzalo Pérez, is that the Offer Booklet was not available until Sunday afternoon, which should be available from the date of publication of the tender offer notice.

For Sura it is an offense to “not disclose in a truthful, timely, complete or sufficient information that could affect the decisions of the shareholders in the respective meeting or that, due to its importance, could affect the placement of securities, their listing on the market. or the decision of the investors to sell, buy or keep said securities ”, according to the provisions of Article 50, literal g, of Law 964 of 2005 (see To learn more).

Sura was joined by Argos, also a Nutresa shareholder, who asked the Superfinancial to publish the aforementioned booklet. “The lack of complete information in relation to the OPA generates uncertainty in the market and makes a comprehensive analysis of the offer impossible,” Argos said in his message.

More signs

Another of Sura’s objections is that under these conditions, this Monday the suspension in the trading of Grupo Nutresa shares will be lifted without having complete, timely and sufficient information about future plans for the company, putting it at risk to the market, the issuer and investors.

“This is a situation in which the negotiation of the share is resumed without timely and sufficient information and constitutes an unprecedented milestone in the Colombian stock market, which will be perpetuated if the Booklet is not published in legal form,” it reads in a report that Sura sent to the Financial Superintendency.

In this context, Sura insisted that it is of fundamental importance for the market and the public to know, in due form and not through media and social networks, the information about the OPA and future plans that the offeror may have regarding of Nutresa. In particular, the decisions to be evaluated by all recipients of the OPA involve a careful analysis of multiple aspects of the OPA.

The terms

According to the notices, the period for shareholders interested in selling the shares to do so will start next week, between Monday, November 29 and Friday, December 17.

The negotiation will take place in the Colombian Stock Exchange (BVC), between the hours of 9 in the morning and 1 in the afternoon. The term of 14 business days could be extended without exceeding 30, that is, until the first days of January 2022.

While the date arrives, it is expected that this Monday the BVC will lift the suspension that it applied to the negotiations with the species of Nutresa, which has been in force since last November 11, one day after the takeover bid was known, when the share was trading at 21,740 pesos (see graph).

An ally of Gilinski’s claims would be the Representative Market Rate (TRM) of the dollar, since the offer is raised at a rate of 7.71 dollars for each share. The day the takeover bid was launched, the TRM was 3,876.86 pesos and it starts today 46.67 pesos more expensive at 3,923.53.

Thus, the value offered two weeks ago went from 29,890 to 30,250 pesos, a figure 39.14% higher than the price that Nutresa has today on the BVC.

The defense

A week ago the president of Sura had declared that after the approval of the OPA by the Financial Superintendency, the comprehensive analyzes that the matter warranted would be made.

The Argos Group, owner of 9.86% of Nutresa, would move along the same line, from where it was indicated that it would hire the necessary advisors to analyze the economic, legal and strategic alignment aspects of the offer, as well as the effects of this for the company and its stakeholders.

Other plays that cause intrigue will be those made by the pension and severance funds Porvenir, Colfondos and Skandia, which together have a 9.56% stake in Nutresa.

In this context, there are those who note that so far this year, the price of the Nutresa species has fallen by 9.4% in the stock market, so with the Nugil offer that is almost 40% higher than the value of price as of November 10 at first glance it would be smart to sell, will the funds do it?

In this chessboard, all eyes are on Protección, which has a 5.2% stake in Nutresa, and is another key component, but it must be remembered that its main shareholder is Sura Asset Management, a subsidiary of Grupo Sura.

From now on a pulse begins in the pension funds. There are those who believe that they should sell because they are offering a better price per share than what is currently listed on the stock market, but there are also those who consider that Nutresa is a strategic asset and can be worth much more than what they offer.

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