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CVM unanimously closes Ambipar OPA reconsideration case

Brazil securities regulator rejects appeal and upholds tie-break vote in dispute over mandatory tender offer rules

Ambipar Alvarez & Marsal restructuring

By Brazil Stock Guide – Brazil’s securities regulator, the Comissão de Valores Mobiliários (CVM), unanimously rejected a request for reconsideration in a proceeding related to a mandatory tender offer (OPA) for an increase in ownership stake involving Ambipar Participações e Empreendimentos S.A., effectively closing the case at the agency’s top decision-making level.

The decision, recorded in the CVM’s Informativo da Reunião do Colegiado No. 47 from the Dec. 23, 2025 meeting, also confirmed the validity of the use of a tie-break vote mechanism (“voto de qualidade”), a central point raised by the petitioners in their attempt to revisit the earlier outcome.

By denying the appeal, the CVM’s board maintained its prior stance on the matter and indicated that it would not reopen the debate within the administrative sphere of the regulator.

Cases involving OPAs triggered by increases in shareholdings tend to draw close scrutiny in Brazil’s equity market, given their potential impact on minority shareholder protections, disclosure standards and the balance of power among controlling and non-controlling investors.

While the meeting bulletin is informational and does not replace the formal minutes, it signals a clear conclusion: the board dismissed the reconsideration request unanimously, bringing the Ambipar-related OPA dispute to an end at the Colegiado level.

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