The offer of US$922.69 million, about $3.87 billion, that Jaime Gilinski has on the table to buy 32.5% of Grupo Argos property seems to fall short of convincing the owners of those shares that they sell him
On Friday the two main partners of the holding of infrastructure, the groups Sura and Nutresa, closed the door to a possible alienation of the percentages they have of 35.32% and 12.41%, respectively.
Thus, in the opinion of Sura, a company in which Gilinski has a 37.86% stake and has three of the seven seats on the board of directors, the offer by Grupo Argos is not convenient “in the current conditions of international economic uncertainty and local”.
Likewise, the majority of the members of the board of directors who made the decision not to do this business questioned the mechanisms proposed by the bidder, such as the unsolicited Public Acquisition Offers (OPA), in installments and at prices, for the most part, increased.
“The proposed transaction does not warrant abandoning the medium and long-term strategy of generating sustainable profitability and contributing to the harmonious development of society,” reads the communication issued by Sura this weekend, which was aligned with the arguments that were exposed at the time to not accept the takeover bids proposed for Nutresa shares.
In turn, the food conglomerate, Nutresa, held an extraordinary meeting on Friday in which, after deliberating on the possible conflicts of interest of the members of the board to decide on the OPA, the board of directors was left without a quorum to address the matter. .
Although when the agenda was exhausted, another point was added to recompose the board of directors, despite the proposal having been approved and the new members of the governing body being elected, they were not given the task of deliberating and deciding again in front of the Takeover bid for Grupo Argos.
Meanwhile, the Colombian Stock Exchange (BVC) announced that the takeover bid will end next Wednesday, July 6, and specified that, with two days to go before closing, 367 statements have been received from investors interested in selling their shares. to the Gilinski family.
These acceptances represent 3.54 million shares of Grupo Argos, 0.54% of the company’s shares in circulation, a low figure compared to 32.5%, which is the maximum to which Nugil aspires, a Gilinski firm that is the owner of the takeover bid.
The fact that it has not been requested to extend the term for receiving acceptances, and the precedent that the third takeover bid for Nutresa, in mid-May, had been declared void due to the low interest of the shareholders in participating, are signs of that this time Gilinski will not be successful either.
It is worth noting that in the first takeover bid for Nutresa, which was well received, with two days to go before closing, the volume of acceptances was 15.58% and although Gilinski did not reach the 50.1% he wanted, he ended up buying 27.6%. .
In the case of the first takeover bid for Sura, in which JGDB Holding opted for 31.68% of the property and although it did not reach it, it lowered the ceiling to keep 25.3%. But, two days after closing, it barely added 1.14%.
Wear of serial assemblies
Just as the offers of the Gilinski family for the companies of the so-called Grupo Empresarial Antioqueño (GEA) have been serial and concurrent since November of last year, the responses of Sura, Nutresa and Argos to address these proposals have been calling their shareholders to meetings extraordinary, four of them carried out in the last two weeks.
What is particular about these meetings is that the Gilinskis, Jaime and their son Gabriel, who are among the main shareholders of Sura and Nutresa and even requested that some of these sessions be held, did not attend, and their voice was heard through their proxies.
On Wednesday, June 22 and Thursday, June 23, they were not at the Sura assemblies. But among the attendees the flavor remained that this absence and the interventions of their lawyers are due to a legal strategy that seeks to stress the environment, in addition to “wasting valuable time for the GEA, its directors and the small shareholders.”
For others, it has been shown that what they seek is to favor themselves by pressing for decisions that allow them to seize a third of Grupo Argos, without paying what the shares of this company are really worth.
“Gilinski manages an ethic accommodated to his interests, that of the businessman without principles, greedy and ambitious, because he wants everyone to pay homage to him. It is not a decent way to do business and to help this country move forward on the path of progress,” commented one of the participants outside the Marriott hotel, where the meeting was held on June 23, which the banker requested.
Given that they did not arrive at the four meetings that they themselves requested, ironically, someone said that perhaps because of the holiday season, the Gilinskis do not find promotional air tickets.
The next moves, and the funds what?
Almost eight months after the start of Gilinski’s plan for control of the GEA and the expectation for the end of the seventh takeover bid, there are multiple events that have unexpectedly been observed in the development of what many consider to be a takeover process. hostile, so it becomes difficult to bet on what may happen from next Wednesday.
For now, the objective of controlling any of the three GEA companies has not been achieved by the Gilinski family, but that purpose is still valid because they have already scratched enough of the cake.
For now, what is evident is that they have invested a lot of money, some US$2.5 billion, they are paying a lot for the acquired debt, they have made a lot of noise, they make companies nervous and they have impacted the liquidity of the stock market, because the available shares of leading companies on the stock market.
And from the point of view of several economic observers, the takeover bids beat up the pension funds for the untimely sale of previous offers, and damaged the image of the Pension Fund Administrators (AFP) as managers of the savings of Colombian workers.
There are also those who think that with the offer by Grupo Argos still underway, it seems that the experts alerted the pension funds to review the details of the takeover bid and not fall into the errors that have already caused them a detriment to US assets. $1,100 million, which will be reflected in the members’ accounts.
Among the pension funds with shares in Grupo Argos are Porvenir with a portion that can reach 5.23%, Protección with 4.63%, Colfondos with 2% and Skandia with 0.52%, that is to say that together they could have a stake that exceeds 12.38%.
And it is this aspect in which a series of concerns arise: Were the successive offers made by the offeror in the takeover bids for Nutresa and Sura evaluated? Was the Financial Superintendence aware of successive takeover bids at incremental prices? What measures has the superintendence taken as a surveillance and inspection entity of the financial sector to protect public savings? Have the pension funds advanced any management before the Superfinanciera to recover their resources that they stopped receiving due to the successive takeover bids launched by the Gilinski group?
The cards that the banker already uncovered
Part of Gilinski’s goals when investing in the GEA companies are stated in the booklets of the offers made, one of them in Sura’s in which he suggests a strategic alliance between the financial institutions of the Sura-Bancolombia financial conglomerate and the institutions that are part of the GNB Sudameris, or even an integration of these two entities.
Additionally, it insists on the faculty that it has as an investor with a relevant participation in Sura and Nutresa to evaluate the convenience or possibility of making investments or divestments in some lines of business of those conglomerates.
In this context, among the questions that arise is whether, in the case of Nutresa, it could propose some splits to sell some lines of business, or if it will come to have a representative weight in Grupo Argos to propose disposals in the cement and energy activities.
The answers are diverse: for some, the possible disaggregations or spin-offs in strategic businesses would not be viable, since they would deteriorate the value of key companies in productive sectors such as food and infrastructure.
“The true intention remains an enigma, although it is clearly focused on Bancolombia and for that it must weaken the structure that protects the bank’s property,” commented an analyst.
From another perspective, there are those who consider that Gilinski’s plan is to do something that the GEA did not achieve and that is to sell lines or companies that are not in the center or do not add value to the business.
“What he is going to do is stay with the businesses that are in world-renowned sectors, with very large cash generation and what is medium and small he will sell,” they assured.
And they concluded by explaining that “only niche market buyers would benefit from this (market niche) that they see opportunities to obtain a great profit, although with the arrival of the Petro Government, the companies are losing value and these today are not worth the same as they were a month ago”.
35,32%
is the shareholding of Grupo Sura in Grupo Argos, GEA firms.
12,41%
Grupo Nutresa has in Grupo Argos as a strategic portfolio investment.