In order for the Gilinski Group to obtain control of the Grupo Empresarial Antioqueño (GEA), in addition to the current relevant participations it has in Nutresa and Sura, it must control one of those companies that have been the object of the Public Acquisition Offers (OPA) that It has been launching since November of last year.
The extraordinary meeting of Grupo Sura held yesterday at the Country Club Ejecutivos, in Medellin, is just a sample of the dedication that the investor has put into this task, for which he has disbursed US$2,500.33 million, thanks to the economic leverage he has Received from First Abu Dhabi Bank.
However, the scenario served for Fernando Rodas, a small shareholder of Sura, to take advantage of the occasion by expressing his dissatisfaction with Gilinski’s actions, and proposed to send a letter to the Presidency of the Republic requesting a Financial Superintendent to this to analyze the systematic model of cascading takeover bids that has been executed.
“Here there are many affected, while the buyers have already reaped profits in abundance from the businesses they have been doing. In addition, the prices they set in the OPAs did not add any premiums, that has been a distraction and they only offered value. In Antioquia we would say that the sticks were sold and the harvest was given away, ”she emphasized.
Likewise, he raised the possibility that the minority shareholders of Sura and the pensioners of the Protection Fund Administrator request an arbitration from the International Center for Settlement of Investment Disputes (ICSID), in Washington, which would have jurisdiction to resolve disputes that may emerge from this kind of negotiations, since there is a Panamanian company involved (JGDB Holding SA) and other actors that may be linked to companies in the United States.
Rodas also warned the managers of the GEA companies that Gilinski’s attempts to gain control will continue. “The takeover bid for Argos is coming, nobody knows how many will be launched and then the takeover bid for Bancolombia or the request to merge this financial entity and GNB Sudameris will come” (see Protagonist).
Another voice that was heard in the extraordinary assembly of Sura was that of the engineer Ignacio Arbeláez Restrepo who appealed to the paisa historical tradition or what he called the art of doing business, generating employment and wealth.
He exemplified how the Antioquia Railroad, the Zancudo mines in Titiribí, the gold mines in Segovia, the hydroelectric plants or large companies such as EPM and the once emblematic textile companies were established.
“These companies were created with the efforts of the people of Antioquia, and now a mini-company has arrived, created with a social capital of $1 million, a minimum wage, to buy shares with other people’s money, that is, money borrowed from the Arabs, and to look for positions in some solid boards of directors”, said the shareholder.
And he concluded: “I propose to the Gilinski gentlemen that with the money from the Arabs and what they say they have, they create a hydrocarbon company called Gilinski All Company and that they go to the Eastern Plains to explore and exploit oil. What I tell them is that they form a company, that they sweat and go to the East of the country with that company”.
The Gilinskis, Jaime and Gabriel, who were present at the session, did not even ask to speak to reply to the questions raised by the company’s small shareholders.
modifications
In the meeting that had a quorum of 97.41% Gilinski managed to get his nominee, Ángela María Tafur, to become the new patrimonial member of the Sura board of directors, displacing Carlos Ignacio Gallego, president of Nutresa, from that position.
Tafur and Gabriel Gilinski Kardonski are the equity members of JGDB Holding in that governing body, along with José Luis Suárez Parra, who was elected as an independent member, nominated by Gilinski.
In this way, the banker increased his representation on the board, going from two cards that he obtained in the ordinary meeting last March, to three in the extraordinary meeting held yesterday.
It is worth noting that JGDB Holding requested to hold the session at the beginning of this month, arguing that after three takeover bids launched by Sura in which it bought 34.58% of the shares, it also acquired another portion (3.28%) on the Stock Exchange. Valores de Colombia (BVC) with which its percentage in Sura totals 37.86%.
With an individual participation that is greater than the 27.86% of Grupo Argos and the 13.07% of Nutresa, Gilinski accessed the third seat on the Sura board.
Another manifestation of the minority shareholders was in charge of Fernando López, who, due to Carlos Ignacio Gallego’s departure from the meeting, asked the attendees to acknowledge the work carried out in the Sura governing body, for which the businessman received a prolonged and loud applause.
for the directory of holding Also elected were the president of Grupo Argos, Jorge Mario Velásquez; and Alejandro Piedrahíta Borrero, Vice President of Corporate Finance of Grupo Argos as equity members; and Jaime Bermúdez Merizalde and María Carolina Uribe Arango, as independents, nominated by Grupo Argos.
Advantage for…
According to Andrés Duarte Pérez, director of Variable Income of Corficolombiana, the election of the new board of directors of Grupo Sura did not result from a voting process by electoral quotient of different proposals or plates, but from the approval of all the members jointly proposed by the GEA and Gilinski.
He noted that this board would run until 2024, and although there is a tie at the level of the equity board members of Grupo Sura, there is still no change of control.
“In any case, despite greater uncertainty regarding the decisions of this new board, we assume that as long as Gilinski does not gain control over Sura, Nutresa or Grupo Argos, none of these companies is going to sell the cross-shareholdings they have with each other. ”, stated Duarte, who added that the takeover bid for Grupo Argos, which will begin in a week, will be a new battle for control of GEA (see attached note).
He insisted that taking into account Gilinski’s current holdings over Nutresa (30.81%) and Sura (37.86%), the current “critical control path” over GEA passes through the control of Grupo Argos.
“Likewise, taking into account the maximum percentage to be purchased by Gilinski in the takeover bid for Grupo Argos (32.5%), we expect this item to continue in the coming months through more takeover bids, extraordinary assemblies for the election of new boards of directors, purchase of shares in the secondary market and the media activity of all parties,” he said.
In this context, Gilinski has not yet achieved the “milestone” of controlling one of the companies targeted by the takeover bid (Sura and Nutresa), and for the critical control path or path to open, he needs prior control of one of the three Business.
stock market wheel
While Gilinski’s efforts to break the hegemony of the GEA have led to seven takeover bids being launched through the BVC in the last seven months, and the companies of the “Sindicato Antioqueño” calling and holding fourteen extraordinary assemblies, the actions of these companies They see volatile performance.
This is how the shares of Nutresa and Sura, direct targets of the takeover bids, have reached record values since the end of last year, and have reflexively influenced the behavior of Bancolombia’s stock (see graph).
And so far this year, the species of Grupo Sura accumulate a valuation of 27.7%, those of Grupo Nutresa 34.7% and those of Grupo Bancolombia 15.9%, according to the reports prepared by the analysts from the Davivienda Corredores brokerage firm.