By Brazil Stock Guide — The dispute over a potential mandatory tender offer for Oncoclínicas has entered a decisive phase and is now unfolding on two fronts. On Tuesday, August 25, the board of Brazil’s Securities and Exchange Commission, known as CVM, is expected to decide whether a 2024 corporate restructuring triggered a provision in the company’s bylaws requiring a tender offer once a certain ownership threshold is crossed. At the same time, Josephina III, a fund linked to Centaurus Capital, has initiated arbitration proceedings against vehicles controlled by Latache, the shareholder leading the push for the offer.
At the heart of the case is the restructuring of the Josephina funds. Centaurus argues that it already had economic exposure to Oncoclínicas before the company’s IPO and that the 2024 transaction merely separated a pre-existing stake previously held through funds linked to Goldman Sachs. Minority shareholders argue that indirect economic exposure is not equivalent to the ownership contemplated by the bylaws and that, after the restructuring, Josephina III emerged as a separate holder of roughly 16.05% of the company, above the 15% trigger.
CVM’s technical staff previously concluded that Centaurus should not be required to launch the tender offer. After months of proceedings, however, the case will reach the regulator’s board on Tuesday following an appeal by minority shareholders, opening the possibility that the technical ruling could be overturned. With director Marina Copola recused from the case, three board members are expected to vote, meaning two votes would be enough to form a majority.
The timing of the arbitration has drawn attention, but the proceeding should not be viewed simply as an attempt to bypass the CVM or avoid the regular court system. Article 36 of Oncoclínicas’ bylaws provides that certain corporate disputes involving the company, its shareholders and directors must be submitted to B3’s Market Arbitration Chamber. The Josephina funds themselves have argued since 2025 that a dispute over the application of the bylaws could involve both the CVM’s regulatory authority and an arbitral tribunal.
The two forums play different roles. The CVM is deciding, in its administrative and regulatory capacity, whether the restructuring triggered the obligation to launch a tender offer. The arbitration concerns the private relationship between Josephina III and Latache and may address rights and obligations under the bylaws. Centaurus is therefore not appealing a CVM decision through arbitration, nor does the arbitral tribunal operate as an appellate body capable of simply overturning the regulator.
The full claims filed in the arbitration have not been made public, making it impossible to determine how far Josephina intends to take its dispute with Latache. There is also no basis at this stage to conclude that the arbitration amounts to an advance admission of defeat. What the timing does suggest is that Centaurus has activated a second legal front just days before a ruling that could reverse the favorable outcome it obtained from the CVM’s technical staff.
If the board sides with the minority shareholders, the dispute will immediately shift from legal interpretation to economics. A potential tender offer is estimated at around R$6 billion, several times Oncoclínicas’ current market capitalization. The obligation would fall on whoever is deemed to be the acquirer responsible for crossing the statutory threshold, putting Josephina III and Centaurus at the center of that debate. That does not mean, however, that Goldman Sachs can automatically be assumed to be responsible for funding the offer.
On the other side are Oncoclínicas shareholders. The bylaw provision contemplates an offer covering all shares subject to the rule, and Latache, with a stake of roughly 14.6%, stands out as one of the largest potential beneficiaries. Other eligible shareholders could also tender their shares. That is precisely why an arbitration proceeding directed specifically at Latache vehicles matters: if the tender offer is ultimately required, part of the next battle may center on the scope of Latache’s rights.
Pricing would be another major point of contention. The bylaws establish specific criteria for determining the minimum offer price, including references to market prices and prices paid in certain transactions. Because minority shareholders argue that the obligation arose in 2024, a favorable ruling now would still require decisions on the relevant reference date, any monetary adjustment, which shares are covered and how the offer should be implemented. The R$6 billion figure is therefore an estimate of the potential size of the transaction, not a formally established amount.
There is another important wrinkle: a R$6 billion tender offer would not put R$6 billion into Oncoclínicas’ balance sheet. It would involve the purchase of existing shares, with the money flowing from the bidder to shareholders who choose to sell. Neither the company nor its creditors would receive those proceeds directly, even as Oncoclínicas seeks to restructure roughly R$5 billion in debt.
If the CVM upholds the technical staff’s decision, the tender-offer obligation remains off the table at the administrative level. If the board overturns it, a new dispute begins over who pays, how much the offer is worth and which shareholders are entitled to participate. The arbitration, already contemplated by Oncoclínicas’ bylaws, carries added significance precisely because it was launched on the eve of a ruling that could turn the roughly R$6 billion tender offer into the opening chapter of a new battle.
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