Divestment agreement was signed in 2014 to address antitrust concerns on CSN’s acquisition of non-controlling shares in Usiminas
08/07/2025
On Wednesday (6), the Administrative Council for Economic Defense (CADE) Tribunal reviewed an appeal filed by Usiminas questioning whether Companhia Siderúrgica Nacional (CSN) had complied with the antitrust watchdog’s order to divest the shareholding it held in Usiminas. The regulator has yet to calculate the potential fine to be imposed on CSN.
By majority vote, the appeal filed by Usiminas was deemed moot due to a subsequent court ruling. However, CADE gave its technical team five days to determine the amount of the fine CSN could face, using as a reference the criteria set by the Federal Regional Court of the 6th Region (TRF-6). Once the fine is calculated, the steelmakers will have the opportunity to comment, and the matter will return to the Tribunal for final deliberation.
The divestment agreement was signed in April 2014 to address antitrust concerns related to CSN’s purchase of Usiminas shares that were not part of the controlling block. The deadline for divestment was extended in 2019 and renegotiated in 2022, when it was amended to allow an open-ended timeline for CSN to sell its stake in Usiminas.
On June 25, 2025, in light of a court ruling ordering CSN to sell its stake in Usiminas, the CADE Tribunal gave the company 60 days to submit a divestment plan to be carried out “as quickly as possible.” The final deadline was set for September 1.
In the appeal ruled on Wednesday (6), Usiminas argued that the decision was contradictory: although it acknowledged CSN’s breach of the agreement, it also granted the company a 60-day deadline to submit a plan. Usiminas requested that a fine be imposed and a court-appointed administrator be assigned to oversee CSN.
CSN told the antitrust regulator that it had reduced its stake in Usiminas as ordered. Nevertheless, both CADE’s specialized Federal Prosecutor’s Office and the Federal Prosecution Service (MPF) recommended enforcement measures, including fines and judicial oversight, due to the delay in the divestment and the TRF-6’s court ruling.
The prevailing opinion was that of Commissioner Victor Oliveira, who proposed a five-day deadline for calculating the fine, using judicial benchmarks. His position was supported by Commissioners Diogo Thomson, Camila Pires Alves, and José Levi.
Dissenting votes came from the rapporteur, Commissioner Gustavo Augusto, and Commissioner Carlos Jacques. While the votes differed little in practical terms, they diverged on procedural grounds.
What the companies say
In a statement, CSN said that the antitrust regulator’s Tribunal recognized that the company had fully complied with its obligation to sell its stake in Usiminas, and that “no penalties were imposed nor was any fine determined,” noting that this aspect is still subject to a future decision by the Tribunal.
Usiminas stated, also in a note, that “the sale of CSN’s stake in the company, more than 11 years after the agreement signed with CADE, confirms that the shareholding was acquired illegally and in violation of Brazilian law.” According to Usiminas, it was only after judicial proceedings that CSN gave up on keeping the shares.
By Beatriz Olivon, Valor — Brasília
Source: Valor International