(Boursier.com) — BW Gestão de Investimentos Ltda. (BWGI), an independent asset management company based in Brazil, has signed a definitive agreement with Crédit Agricole Assurances (CAA) to acquire the entire approximately 6% stake held by CAA in Elis.
With this acquisition, BWGI “affirms its confidence in the fundamentals of Elis and in the Group’s strategy”.
The sale of the block is expected to be finalized on October 11, 2023. Following this transaction, CAA will no longer directly hold Elis shares.
BWGI is a 100% subsidiary of Brasil Warrant Administraçao de Bens e Empresas SA (BWSA), a Brazilian holding company with numerous minority and majority stakes in leading global companies operating in diverse business sectors including, among others, Companhia Brasileira de Metalurgia e Mineração (CBMM), the world leader in niobium products, Alpargatas SA, a company known for manufacturing Havaianas flip flops and Verallia SA, the European leader in glass packaging. BWSA is part of the Moreira Salles group, which is also a reference shareholder of Itaú Unibanco SA, the largest financial group in Latin America.
Evolution of the Supervisory Board
CAA’s representative on the Elis Supervisory Board will resign from his mandate following the sale of the block. Pursuant to an investment agreement concluded on October 9 between Elis and BWGI, the Supervisory Board of Elis is expected to co-opt a representative of BWGI as a member of the Supervisory Board to replace the representative of CAA for the remaining term of its mandate. The Elis Supervisory Board should also appoint a second representative of BWGI as a non-voting observer on the Supervisory Board. The Elis Supervisory Board will therefore be made up of 12 members and a censor.
What investment agreement?
The investment agreement concluded between Elis and BWGI has an initial duration of 10 years. It provides in particular for BWGI’s commitment to retain its Elis shares for a period of 12 months (lock-up) and not to hold or proceed with the acquisition or subscription of Elis shares which would result in the threshold being exceeded. 25% of the capital or voting rights of the company for a period of 10 years (standstill), in each case subject to certain exceptions. BWGI has also undertaken not to transfer its stake to a competitor of the company without the prior agreement of the Supervisory Board, subject to certain exceptions.
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