Zamp, owner of Burger King in Brazil, announced in a statement to the market this Wednesday (17) that its board of directors was against the acquisition proposal made by the Arab fund Mubadala Capital in early August.
The decision was taken after hiring a financial advisor to evaluate the proposal, who pointed out that the price per share of the offer was not consistent with the value of the company. The board says it has held meetings with several shareholders of the company, who would have asked for attention to the price of the shares, highlighting the moment of Zamp’s recovery in the post-Covid.
The OPA (Public Offer for Acquisition) presented by Mubadala for the purchase was for 45.15% of Zamp’s shares, for R$ 7.55 each. The total value of the proposed deal was R$938.6 million.
The opinion of the analysis contracted by the company indicates that, today, the value range of the shares issued should oscillate between R$9.96 and R$13.47, with a midpoint of R$11.72, values ​​higher than the price of the offer.
The board, however, says the company may need a “longer time horizon” for the value range to be reached, citing uncertainties in Brazil’s political-economic conditions and market liquidity conditions.
In addition, the opinion says that the acquisition may impact the liquidity of the shares issued by the company. He also recalls that the approval of the proposal could cause a conflict of interest between the fund and the other shareholders, since, today, the company does not have a controlling shareholder.
The company argues that a potential new controller would have the power, for example, to elect the majority of the members of the board of directors, define the company’s administrative policies and determine the outcome of any deliberations of its shareholders.
“The Company’s controlling shareholder may be interested in carrying out acquisitions, disposals of assets, partnerships, seeking financing, or taking other decisions that may conflict with the interests of other shareholders and that may not result in improvements in its operating results, causing a material adverse effect for the company”, says the document.
In the announcement of the acquisition proposal, Mubadala says that Zamp “has high potential for growth and generation of value for its shareholders”, and that it admires the work done by the company’s management, “especially given the recent challenging economic and market conditions “.
On the day of the disclosure of the proposal, Zamp shares jumped 18.81%, reaching R$7.39, the highest value since the beginning of April.
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