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Getninjas’ proposal to facilitate capital reduction by distributing part of the company’s cash to investors was rejected by the majority of shareholders. In the vote that ended this Monday, 53.5% were against, while those in favor were 37%, for a 90.5% vote, Pipeline reported.
The result marks a defeat for Getninjas founder and CEO Edouard L’Gatelier, who had championed the offer, and a victory for major shareholder Reag Investimentos, led by Joao Carlos Mansour, who is preparing to do an OPA after reaching the minimum 25% stake set in the poison pill.
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The fight between L’Hotellier and Mansour began about a month ago, when the founder presented a proposal to reduce capital, which meant distributing to shareholders an amount equivalent to 70% of what the company raised during its 2021 IPO. R$223.5 million (or R$4.40 per share, exactly the share price at the time), also represented more than 80% of the approximately R$270 million in cash.
Reag, which became a shareholder a week earlier, rejected what appeared to be good news for shareholders who no longer saw any prospects for the company’s recovery. By the way, the day before, the manager informed the company that he had increased his share from 5% to 18%.
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For Reag, distributing a large portion of the cash to shareholders would mean losing the opportunity to grow the business through a takeover. L’Hotellier argued that it needed to deploy capital to be able to do mergers and acquisitions again. With less cash, the company will have a lower cost of equity and will be less exposed to claims for investment compensation from shareholders, a possibility provided for by Brazil’s Corporations Law.
In the interval between the proposal and the vote, L’Gatelier and Mansour sought to strengthen themselves by promoting their respective holdings. While the founder increased his stake from 18% to 24.99%, Reag reached 25% with the launch of poison pills and OPA, which remains on the cards.
During today’s vote, Reag also managed to approve the creation of the company’s supervisory board. According to Mansoor, all members will be appointed by the head. And there is still no prediction about Getninjas delisting.
