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Oncoclínicas Rejects Starboard Proposal, Seeks USD 380 Million Capital Increase

Debt-laden company turns to shareholders for cash at BRL 3 per share, with warrants, after dismissing Starboard’s plan.

Oncoclinicas, ONCO3,

By Brazil Stock Guide — Oncoclínicas (B3: ONCO3) rejected an unsolicited financial restructuring proposal from Starboard, calling it risky, lacking a defined price, and suggesting debt purchases at only 50% of face value — below the average market trading level.

The board of directors, supported by legal and financial advisors, concluded that the terms were not in the best interests of the company and its shareholders. It noted, however, that it remains open to evaluating other proposals that could generate value in the future.

As an alternative, the board approved a plan for a capital increase of up to BRL 2 billion (about USD 380 million, using a BRL 5.30/USD rate as of September 17, 2025), priced at BRL 3.00 per share, with partial approval possible from BRL 1 billion. The plan will be submitted to an extraordinary shareholders’ meeting called for October 8, 2025. Investors who participate will receive subscription warrants on a 1:1 basis, each allowing the purchase of one share at BRL 3.00.

Track Record of Capital Raises

In recent years, Oncoclínicas has already turned to the market to shore up its capital structure. In 2023, the company raised around BRL 900 million through a follow-on. In 2024, it approved a BRL 1.5 billion capital increase, with Banco Master contributing BRL 1 billion and securing about 12% of the company’s equity. Founder Bruno Ferrari also participated.

Debt Profile and Financial Pressures

Oncoclínicas faces heavy cash pressures. In 2Q25, net debt reached BRL 3.7 billion, equivalent to 4.4x EBITDA, with a large portion maturing between 2025 and 2027, totaling more than BRL 2.5 billion in debentures.

Strategy and Divestments

Beyond the new capital increase, the company said it is negotiating to terminate or revise capital-intensive contracts and plans to sell non-core assets. Among the potential divestments is its investment in Saudi Arabia, launched in 2023 through a joint venture with the Al Faisaliah Group, which included opening oncology clinics in Riyadh.

Oncoclínicas denied media speculation about management changes, reaffirming Bruno Lemos Ferrari as CEO, with the board’s full support.

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