The Board of Directors of BRMalls, which owns malls such as Santa Cruz, Jardim Sul and Villa Lobos, accepted the merger proposal with its competitor Aliansce Sonae, which manages centers such as Plaza Sul, Parque D. Pedro and Leblon. The proposal was approved by a majority, but without unanimity, and paves the way for the business combination that will give rise to the largest conglomerate in the sector, owner of 69 shopping centers throughout the country.
However, the agreement does not provide for exclusivity between the two companies. More than that: BRMalls and Ancar Ivanhoe continue to talk about a possible merger, as learned by the newspaper O Estado de S. Paulo and Broadcast (Grupo Estado’s real-time news system) with market sources. Therefore, the doors remain open for any counter-proposal.
With less financial strength than Aliansce, Ancar has spent the last few days knocking on the back door, in an attempt to garner support to make a more advantageous proposal for BRMalls, according to sources.
Ancar, a company owned by the Carvalho family, is one of the largest in the industry, with 24 malls (among those in which it is a partner and others that it only manages). On the list are Eldorado, in São Paulo; Iguatemi, in Porto Alegre; and RioSul, in Rio.
Therefore, negotiations between representatives of Aliansce and BRMalls extended throughout Thursday and until dawn on Friday, 29, according to sources. One of the central points, much debated, was precisely the exclusion of exclusivity in the agreement, a fundamental point for the majority of the BRMalls Board to accept the proposal.
Although an exclusivity agreement was important to make Aliansce more relaxed, its shareholders agreed to waive this term in order to proceed with the pro-merger agreement, which has been under discussion since December.
There is also the understanding that an eventual proposal from Ancar would have some difficulty to prosper, since the Boards of Aliansce and BRMalls have already formally expressed a recommendation for approval of the merger. Therefore, no other proposal could be put to a vote for shareholders prior to Aliansce’s offer.
In addition, the approval of the Board of Directors of BRMalls signals to its base of foreign investors that they can approve the transaction at the meeting that will address the matter, yet to be convened.
The Capital International fund, with 10% of the company, was seen as the tip of the balance for the success of the operation. The other major shareholders – Squadra and Velt – had already convinced themselves that the merger was the best option.