By Brazil Stock Guide — Brazilian cancer-care provider Oncoclínicas will call an extraordinary shareholder meeting to decide whether to suspend certain shareholder rights held by Josephina III, a fund linked to Centaurus Capital, in a new escalation of a dispute over a mandatory tender offer for the company’s shares.
The request was submitted by three funds managed by Latache, which together hold more than 5% of Oncoclínicas’ share capital. The company said on Thursday that its board had approved the meeting by majority vote and that it would be held in the coming days.
The board said it had not taken a position on the merits of the proposal, leaving the decision to shareholders.
Latache is seeking to suspend the rights of Josephina III that can legally be restricted until the fund fully complies with its obligation to launch a tender offer, known in Brazil as an OPA, under Oncoclínicas’ bylaws.
Under the proposal, Josephina III itself would not be allowed to vote on the resolution concerning the suspension of its rights.
The move follows an August 25 ruling by the board of Brazil’s securities regulator, the CVM, that a corporate restructuring carried out in November 2024 triggered the company’s bylaw provision requiring a mandatory tender offer.
As part of that transaction, Josephina III came to directly own 104.6 million Oncoclínicas shares, equivalent to about 16.05% of the company’s capital, exceeding the 15% threshold set out in its bylaws.
The CVM unanimously concluded that the transaction triggered the tender-offer requirement and gave the parties up to 60 days to implement it.
The ruling overturned an earlier interpretation by the CVM’s technical staff, which had argued that Centaurus already had significant economic exposure to Oncoclínicas before the company’s initial public offering and could therefore qualify for an exemption under the bylaws.
The regulator’s board rejected that interpretation.
According to the ruling, Centaurus’ previous economic exposure did not amount to direct ownership of shares, or rights over shares, as required under the relevant bylaw provision. Direct ownership exceeding the 15% threshold arose only through the November 2024 restructuring.
The CVM also ruled that the tender-offer price must be calculated under the terms of Oncoclínicas’ bylaws, using November 4, 2024 as the reference date and adjusted by Brazil’s Selic benchmark interest rate.
Shareholders holding eligible shares through the day before the auction will be entitled to participate in the offer.
In its request to the board, Latache argued that the original deadline for launching the tender offer had already expired and that the CVM’s decision did not reset that deadline or eliminate the consequences of non-compliance.
Instead, Latache said, the regulator merely established an additional period for implementing the offer under regulatory supervision.
Oncoclínicas’ bylaws provide that, if a shareholder fails to comply with obligations related to the tender offer, a shareholders’ meeting may vote to suspend that investor’s rights. The suspension ends once the obligation has been fully complied with.
Approval of the proposal would add a corporate-governance consequence to a dispute that has so far centered largely on the financial obligation to conduct the tender offer: Josephina III could lose the ability to exercise some of its rights as a shareholder for as long as the OPA remains outstanding.
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