“Capture” GetNinjas Regam

Reag Investimentos achieved an important victory on the morning of Monday, October 23. With 30% of the shares issued by GetNinjas, the manager Joao Carlos Mansura asked to call an extraordinary general meeting (AGE) so that the shareholders could decide to return 80% of the total amount of R$ 270 million held in the cash register. the company.

The executive’s thesis is that GetNinjas is losing market opportunities and, by returning R$220 million to shareholders, “is giving up the game and the competition.” The Reag proposal won the EGM with 58.9% disapproving of the cash distribution and 41.1% in favour.

From now on – and with the confidence that he has a majority of shareholders – Reag will take his place at GetNinjas. The first measure, according to v NeoFeed, is the recording of the consulting company Alvarez & Marsal to help manage the application of the service. The second is the reduction of the board of directors from seven to five.

Last Friday 20th, Reag called for a new EGM on 21 November to remove the current directors and choose new names.

The GetNinjas board currently includes Andrea Di Sarno of Galápagos Capital (President); L’Hotellier (Vice President) and members Ariel Lambrecht, ex-99 and Yellow; Claudio Kawa Hermolin, of eXp Brasil; Gregory Louis Rader of R6 Capital; Lucas Barcelos Vargas, CEO of Nomad; and João Nascimento Nerassi of Indie Capital.

During the vote, Reag also made a request to create an oversight board for GetNinjas, which was approved. All members are appointed by the manager – Alexander Fujimoto, partner of Reag, and lawyers Marco Follo de Renzis and Saverio Orlando.

In recent weeks, GetNinjas has done everything to stop Reag’s attack on the company. In addition to founder Edouard L’Gatelier increasing his stake from 19.6% to 25%, the services program hired the Atlas AGM platform to enable electronic voting for minority shareholders

For GetNinjas, which appears corporation and does not have a controlling shareholder, the participation of minority shareholders can help stop the management company from offering to keep cash. To give you an idea, each share issued will be entitled to R$4.40. Under these terms, Reag will receive just over R$67 million and L’Hotellier just under R$56 million.

In the GetNinjas strategy, achieving broad minority participation can mean preserving that distribution for all shareholders. But how to attract this small investor, who has historically remained distant from the decisions of public companies?

A possible solution that GetNinjas found was on the Atlas AGM platform, recently created by Atlas Governance, owned by Eduardo Corona. An entrepreneur who has already participated in 25 boards of directors and now in board of multi-laser and environmental urban cleaning and sanitation has developed a remote voting system that simplifies participation.

Even despite all the efforts of GetNinjas in recent weeks, the result is a defeat for the management and mainly for L’Hotellier, who is increasingly distant from the company.

Electronic voting

The first experience with the Atlas AGM platform is considered successful. The goal of democratizing the participation of minority shareholders was achieved. More than 10% of GetNinjas’ 4,724 shareholders (4,590 individuals and 135 legal and organizational entities) returned.

The figures for other enterprises are more modest. At the last Annual General Meeting (AGM), held in the first half of this year, the average share of shareholders of the 100 largest B3 companies was 0.6% of the total base, which includes individuals, legal entities and institutions. And less than 20% of these companies exceed 1% of their base.

It is interesting to note that companies with larger bases perform worse than companies with smaller bases. If Energisa with 317 shareholders had a stake of 5.4% (17 votes), Petrobras, for example, with just under 868,000 shareholders, had a stake of 0.13%. Telecommunications companies Tim and Telefônica, with more than 1.4 million and 1.7 million shareholders, respectively, had a stake of 0.04%.

The platform created by Carone is completely digital. The shareholder receives the agenda, fills in the BVD remote voting form and casts his vote electronically. The system creates a conference document that is signed electronically via DocuSign, and the company receives a complete voting card shortly before the meeting begins.

Yes, there are other platforms that allow electronic meetings, but voting is not digital even though it is done remotely. In them, the shareholder is obliged to print the BVD, fill out the document by hand, sign and scan it to send back to the company. On the other hand, it is the individual’s responsibility to retrieve these electronic votes and fill them one by one in an Excel spreadsheet to add to the personal votes.

“Companies have long favored remote minority shareholders and never valued their involvement,” Corone says. “Now they need that engagement, and the shareholder needs to demand better governance and transparency from the company.”

According to Carone, 40 companies are testing the tool, which costs 15 million reais and is fully functional, but needs another 15 million reais for further development and to reach the “state of the art.”

The intention is to achieve a “Netflix assembly” model, meaning that the company can record videos presenting each item on the agenda so that shareholders can review them in advance and make a better decision.

Atlas has already completed four rounds of funding. Volpe Capital fully contributed to the latter. At the beginning of this year, the main partners contributed R$ 8 million as a “cash boost”. The company, which is approaching break-even in the second quarter of 2024, is forecasting a new round of funding in the order of US$10 million in the near future.

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