Due to conflict of interest, SURA board of directors declared itself prevented from deciding on takeover bid for Nutresa

Without a clear decision regarding the third public takeover bid — opa — presented by the Gilinski group on Nutresa, the Sura Group's Extraordinary Shareholders' Meeting in Medellin concluded.

For the time being, this third takeover bid maintains the date of April 25, despite the fact that five of the seven members of the Board of Directors openly expressed a conflict of interest with respect to this stock market movement.

These people are: Jorge Mario Velásquez, Alejandro Piedrahita, Carlos Ignacio Gallego and Gabriel Gilinski as patrimonial members; and José Luis Suárez Parra as independent.

According to information provided by Bloomberg Colombia, the company's partners agreed not to authorize the five members mentioned above to make decisions on the takeover bid, with the remaining two being responsible for deciding on this situation: María Carolina Uribe and Jaime Bermudez.

In addition, at the Argos meeting — where the Gilinskis have a seat — the partners decided that five members of the company's Board of Directors could, or may not, sell the shares in Nutresa and in the current takeover bid. The difference with Sura is that the decision rests solely with the independent members.

These are: Rosario Córdoba, Ana Cristina Arango, Armando Montenegro and Jorge Uribe. The fifth member is Claudia Betancourt, general manager of Amalfi, with participation in both companies.

With regard to the takeover bid offered by the Gilinskis, there are two avenues to explore in the coming hours: the first is to appoint an ad-hoc board while the second is to explore an alternative by the partners to decide the future of this movement.

The extraordinary meeting of Nutresa, in which the conflicts of interest expressed in this note will be decided, will be held at the Jorge Tobón Uribe Theater in the city of Medellín, this April 21 from 8:00 a.m.

Gilinski extended the deadline for the purchase of shares in Nutresa

The Gilinski group, through the firm Nugil, launched at the end of February the third takeover bid for Nutresa, in which conglomerates seek to acquire between 9.6% and 12% of the shares. This Tuesday he announced the extension of the deadline for the takeover bid by the company, being this the only opportunity to modify the current process.

According to the Colombian Stock Exchange, quoted by the newspaper El Colombiano, there have been 122 acceptances so far, representing 311,105 shares corresponding to 0.07% of the food company's outstanding securities.

It should be recalled that the Gilinskis and Nugil own 30.8% of the shares of Nutresa, but they aspire to be around 40% of the food conglomerate, so they will have to purchase in their new offering a total of between 43.9 million and 54.9 million shares.

For that purpose and in view of the advance of acceptances, it decided to extend the deadline for the takeover bid. Initially, it had been raised from 6 to 25 April, but using the only possible modification, it extended the purchase period until May 16.

Gilinski also made a wake-up call at the meeting held this morning. “I remind you that you cannot act as a group and this offer must be looked at only, and I repeat only, for the benefit of the shareholders of the Argos Group, including all the minorities, everyone who is present here and the pension funds,” commented the businessman.

It is important to remember that in this third takeover bid the value paid for each share is US$12.58 equivalent to 47,015 Colombian pesos, depending on the decision of the shareholder who decides to sell. The newspaper La República reported that this value represents 20% more than that offered in the second takeover bid and 63.1% compared to the first one.

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