Attractive bargains and restructuring opportunities fuel interest

07/30/2024

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Felipe Thut — Foto: Celso Doni/Valor

The lackluster performance of the Brazilian stock market, which has significantly reduced the market value of many companies, is expected to spur mergers and acquisitions (M&As) involving listed companies. In search of bargains, firms in need of capital restructuring are becoming prime targets. Consequently, there is increased interest in companies with surplus cash.

Valor has discovered that private equity funds are particularly drawn to those that have experienced substantial devaluation in the stock market. These funds have shown a preference for companies without a defined controlling shareholder, known as “corporations.” According to a source, many acquisitions involve purchasing small stakes in the stock market, allowing funds the flexibility to sell when advantageous.

While takeovers are not off the table, they present additional challenges, especially if the goal is to privatize the company. A notable instance is Mubadala’s purchase of Zamp, which manages Burger King in Brazil. Following the acquisition, Mubadala temporarily paused its strategy of forming a franchise group in the country.

Moreover, the pursuit of financial restructuring is a key motive behind the interest of furniture and decor company Tok&Stok in Mobly, which still retains cash from its 2021 initial public offering (IPO). Tok&Stok did not respond to a request for comment from Valor.

M&As are driven by various motives, one of which is providing a quicker route for privately held companies to list on the stock market, especially when the prospects for new IPOs are unclear. By merging with a publicly traded company, a privately held entity can become publicly listed through an exchange of shares, which finalizes the merger. GetNinjas, significantly undervalued since its IPO, is cited by sources consulted by Valor as a potential target for such an M&A strategy. When approached for comment, the company stated that it does not discuss “market speculation” and remains focused on executing its “business plans.”

Diogo Aragão, head of mergers and acquisitions at Bank of America (BofA) in Brazil, acknowledges that there are potential deals under consideration, with many aimed at capitalizing companies. “We’re observing more structured transactions currently,” he noted.

The search for reinforcement in the balance sheet should drive other transactions throughout the year. Felipe Thut, head of the investment bank at Bradesco BBI, also points out that strengthening balance sheets is a major driver for current M&A activities involving listed companies. These transactions transform private companies into publicly traded entities. “There’s significant discussion and ongoing conversations, fueled by the anticipation of ‘higher for longer’ interest rates,” he explains.

According to the BBI executive, these transactions are beneficial in multiple ways. They not only adjust the balance sheet and reduce leverage for one of the companies involved but also create synergies. “Merging the companies leads to both a reduction in leverage and a gain in synergies,” he adds.

Leonardo Cabral, head of Santander’s investment bank in Brazil, acknowledges that various mergers and acquisitions involving listed companies are currently under consideration and make economic sense. However, he points out that the risk of not being able to privatize the target company necessitates more structured solutions, adding complexity and prolonging negotiations. “Economically, this type of transaction makes perfect sense,” he asserts.

This complexity is why such operations still require a maturation phase within the country. According to Mr. Aragão from BofA, for these transactions to become more commonplace in Brazil—as they are internationally—it will be necessary to educate the market and closely monitor the evolving discussions around takeover bids (OPAs), which are key instruments for going public or effectuating a change of control.

In response to persistent market demand for clarity, the Securities and Exchange Commission of Brazil (CVM) is reviewing this matter and is expected to issue new regulations on takeover bids later this year.

Henrique Lang, a partner in capital markets at Pinheiro Neto, emphasizes the intent behind the new regulations: “The aim is to have rules that are simpler to implement and generate less controversy.” He clarifies, however, that the current scarcity of transactions is more a reflection of the macroeconomic environment than of the existing rules regarding takeover bids.

*Por Fernanda Guimarães — São Paulo

Source: Valor International

https://valorinternational.globo.com/