Next Tuesday’s launch of the public takeover bid (OPA) launched by the Gilinski family on the shares of Grupo Argos puts the small shareholders of the companies of the so-called Grupo Empresarial Antioqueño (GEA) on the nerves, who, in addition to decide whether or not to accept the offer, they must also plan to attend the extraordinary assemblies of the surah, scheduled for Wednesday and Thursday June 22 and 23.
In this context, what is announced is the continuation of the plan launched last November by Jaime Gilinski, when he launched the first takeover bids on Nutresa and Sura. Since then, the various interest groups of these companies have seen a series of bids through Nugil and JGDB Holding, which now number seven, and the holding of 14 extraordinary general meetings called by Sura, Nutresa, Grupo Argos and Cementos. , with the specific purpose of addressing the aspects derived from these offers and some of them to recompose the Board of Directors.
This is how last Monday Sura changed the composition of the board of directors and next Wednesday he will do it again, and this time Jaime Gilinski aspires to be one of the four legacy members.
But what is the message sent with all these types of performances? Are they adjusted to what is established by best practices and codes of good corporate governance?
Some corporate governance consultants consulted by EL COLOMBIANO stated that the only thing appreciated in this case is formalism, that is, compliance with good governance practices of the GEA, although Gilinski’s intention either to demonstrate how much the administrations of the companies paisa.
“The message abroad is to try to show how bad the companies are. In other words, from a legal and regulatory point of view, everything is perfect citing the assemblies, but what is clear is that is that they want to harm companies by applying strategies such as the introduction and threat of lawsuits and lawyers,” they commented.
Likewise, they pointed out that, in the face of possible backers or funders, the Gilinskis try to show that within the GEA companies there is no unity of direction.
In contrast, other experts in corporate affairs argue that what begins to be observed are natural movements, after the arrival of a shareholder at the relevant percentage.
This is how some consider that “what they do is adjusted and in line with good practices which are even provided for in the statutes”.
They recognize as atypical the frequency of invitations to extraordinary meetings by GEA firms in recent months. “When it comes to large companies it is not usual for this to happen, but when the company is immersed in this type of process, a takeover bid, it is common for this type of calls take place.”
In the case of family businesses, which are smaller, extraordinary meetings are recurrent, because they have to adapt to changes.
“It should be noted that as part of good practice, companies are doing everything on the table, it would be terrible if they didn’t call anyone and make all kinds of moves behind everyone’s back,” they mentioned.
And how do rating agencies, potential investors or the financial system read it? “There should be no alarm. What is appreciated is that proper conduct is respected and that is what corporate governance tends to do,” they stressed.
what is seen or what is coming
This is how the meetings have mainly served to expose the potential conflicts of interest of the members of the boards of directors, since some of them have been responsible for taking decisions on the acceptance or non-acceptance of public offers. of purchase.
An unprecedented element was the extraordinary shareholders’ meeting of Sura held on Monday June 13, which was convened at the request of Gilinski, in his capacity as main partner of the company with 37.86%, and during which elected a new board of directors despite the fact that it had operated it had been chosen in an ordinary meeting held on March 25, that is to say less than three months ago, and in which Gilinski had participated.
While the third seat obtained by Gilinski on the board of directors of Sura, which has seven members, was still in the process of being assimilated, other shareholders of the financial holding company have requested that a new extraordinary meeting be held in the same purpose: to elect the board of directors.
The meeting to be held on Wednesday, June 22 at seven in the morning at the Suramericana Theater in Medellín, was called at the request of Grupo Argos, Cementos Argos, Sator and Fundación Argos, companies that hold more than 36.02% of Surah.
On Friday, Jorge Mario Velásquez, Alejandro Piedrahita, María Carolina Uribe and Jaime Bermúdez resigned as board members. Argos’ bet is that Luis Javier Zuluaga Palacio, Pablo Londoño Mejía, Luis Felipe Hoyos Vieira and Guillermo Alberto Lema Jaramillo be named owner members. And Sebastián Orejuela Martínez, Luis Santiago Cuartas Tamayo and Lina María Echeverri Pérez as independents (see Find out more).
But, the agenda does not stop and the next day, in response to a request from Gilinski, the tax inspector of Sura, E&Y, will hold a new extraordinary session, at 12 am at the Marriott hotel in Medellin.
According to the notice of appeal, it will be proposed to carry out a reform of the articles of association allowing the general meeting of shareholders to decide on the public takeover bid by Grupo Argos, i.e. that this decision is not made by the board of directors. Sura owns 35.32% of the shares of the infrastructure holding and Gilinski wants to keep a share between 26% and 32.5%.
Extraordinary meetings have signed the GEA for Gilinski’s takeover bids.
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