Japan’s Kirin Holdings Co. has acquired a controlling stake in family-owned Brazilian brewer Schincariol Group for more than $2.5 billion — but Schincariol’s minority shareholders plan to challenge the sale in court.
The Associated Press reported
that Kirin acquired all outstanding shares of Aleadri-Schinni Participações e Representações S.A., which holds 50.45% of Schincariol and is controlled by brothers Alexandre and Adriano Schincariol. Adriano Schincariol is the company’s chief executive.
But cousins Gilberto, Daniela and Jose Augusto Schincariol, who have their own holding company that controls the remaining 49.55% of the company, issued a joint statement that called the sale “illegitimate” and said:
“The legislation and the bylaws of Schincariol are clear. None of the parties may offer their shares to third parties before abiding by the right of first offer and right of first refusal to which shareholders are entitled to.”
The
Wall Street Journal
reported
that the brothers had talked to potential bidders for months and had received competing offers from SABMiller PLC and Heinekin NV.
The company was founded in 1939 as a soft-drink vendor and still makes a tutti-frutti-flavored soft drink called Itubania, which is popular in Brazil, the
Journal
report noted.
Citing a source with knowledge of the negotiations,
a subsequent
Journal
report
said that under the Schincariol bylaws, there is a right of refusal, but the minority shareholders must meet at least the minimum price offered by the third party, and the cousins were not able to raise enough money to match Kirin’s price.
The
Journal
article noted:
A financial market analyst who wished not to be named said the threat of suit by the minority shareholders may be their attempt to improve their position in case Kirin makes a bid to buy 100% of the company.
(Sources: Associated Press, Aug. 2, 2011;
Wall Street Journal,
Aug. 3, 2011.)
-
1030 reads