Terceras OPA dejaron al descubierto las grietas entre Gilinski y el GEA

Although they have assured that the rough edges of the past have already been ironed out, the tense relationship between the Gilinskis and the so-called Grupo Empresarial Antioqueño (GEA) was exposed during the third Public Acquisition Offers (OPA) that were launched for shares of Sura and Nutresa.

Jaime Gilinski, who today owns 34.5% of Sura and 30.8% of Nutresa, has had more disappointments than certainties in his third attack by these companies. One of them was due to the extraordinary meeting of shareholders of Grupo Sura that he asked to call to evaluate whether or not that company would sell its participation in Nutresa, which in the end did not take place.

To put it in context, it must be remembered that the Sura assembly did not raise the conflict of interest to five of the seven members of its board to decide whether or not to sell to Gilinski the 35.61% stake that that company has in Nutresa, So the decision was left up in the air.

In this sense, Gilinski pressed from within and, in his capacity as the main shareholder of Grupo Sura, asked Gonzalo Pérez, president of that holding company, to call an extraordinary meeting to make a decision. He even assured her in a letter that “by virtue of the provisions of the law and the company bylaws” he was obliged to do so.

THE COLOMBIAN learned that, in effect, Grupo Sura intended to bring forward the assembly on Monday, May 9, and even considered holding it on Tuesday, but finally it did not happen, and tomorrow, when the third takeover bid for Nutresa closes, the third “no” of the holding company and investment manager to Gilinski will have been consummated.

Asked why it was not finally carried out, Sura replied in writing to this medium that “the interested shareholder withdrew the two requests”. This, in reference to another assembly that Jaime Gilinski had asked to convene to elect the company’s board of directors, since in his opinion the participation achieved after the third takeover bid by Sura would allow him an additional seat in the governing body – where he already has his son, Gabriel, and Ricardo Fandiño–.

EL COLOMBIANO asked Gabriel Gilinski about the situation, but the businessman said he was not authorized to speak because he is a member of the boards of Sura and Nutresa and added that the authorized spokespersons are Gonzalo Pérez and Carlos Ignacio Gallego, presidents of those organizations.

Legal dispute?

In any case, the shock generated by the assembly that did not take place is only one of the cracks after the third takeover bid, since there is even talk that Jaime Gilinski could take legal measures since, in his opinion, the GEA companies are not complying with their fiduciary duty by allowing the proposals to pass through Sura and Nutresa.

“I remind you that you cannot act in a group, and this offer it must be viewed solely for the benefit of Grupo Argos shareholders, including all minority shareholdersand the pension funds”, said the eldest of the Gilinskis when addressing the board of directors of Grupo Argos, last month, when that company was deciding on the third OPA.

Rafael Felipe Gómez, an expert lawyer in commercial law who has followed the trail of the process, recalls that the much discussed “fiduciary duty” is a legal responsibility that ensures that those who represent the interests of third parties have a legal and moral obligation for trust that has been deposited in them –in this case, in the boards of directors– and seeks to maintain credibility in decisions.

Thus, if Gilinski manages to bring legal actions, he would seek to demonstrate that “those who are in charge of representing and determining the investment framework of the GEA companies are not acting within the objective framework in pursuit of obtaining better and greater benefits for the different associates,” says Gómez.

From the GEA has flatly denied that it is acting against the interests of the shareholders and in fact Jorge Mario Velásquez, president of Grupo Argos, has assured that in the case of his company the reasons for not selling to Gilinski are based on reports from JP Morgan, Rothschild & Co or Boston Consulting Group.

Regarding the non-participation in the takeover bid for Sura, for example, the executive has emphasized that the value per share offered is substantially below the average that has been seen in businesses in the same sectors in Latin Americaand has also insisted that the three groups (Argos, Sura and Nutresa) act independently.

In a more in-depth analysis, the EIA University Thought Center questions Gilinski’s strategies during takeover bids, “such as pointing out possible shortcomings in the management and decisions of the GEA companies, seeking to raise doubts about their directors, their boards of directors and their shareholders, trusting that in this way they will be able to convince them to accept their offer”.

In addition, the Thought Center fears that this is another attempt at a hostile takeover like the one experienced four decades ago by various companies in Antioquia, and leaves several questions in the air, such as if Gilinski will advance new strategies to stay with Sura and Nutresa, what measures would he use, and even if there could be a takeover bid for Grupo Argos and Bancolombia.

want more

As those close to Jaime Gilinski have said, he is a strategic businessman, low profile and with a good eye for business. Precisely for this reason, the market is waiting for what will follow after tomorrow or even tomorrow, at the end of the third OPA for Nutresa.

For some analysts, it would not be a surprise if there is a takeover bid for Bancolombia or Grupo Argos, and in fact since this whole “novel” began, many see a clear underlying interest from Gilinski to reach the bank, which is the jewel in the crown of the GEA and has assets of 30.2 billion pesos.

The truth is that another chapter would come in this “train wreck” after the modest results of the third takeover bids, Well, we must not forget that Gilinski was going for between 5.2% and 6.5% more in Sura and barely achieved 2.99%, while in Nutresa he set an additional 9.6% to 12% target and until Friday he had barely obtained 0.55%.

The new partner of the GEA, who thanks to the takeover bids boosted his assets to US$4.4 billion and displaced David Vélez (of Nubank) as the second richest person in Colombia, will not stand still and all eyes point to what will be his next played within the plan to command the iconic Antioquia companies.