By Brazil Stock Guide – RD Saúde SA (RADL3 BZ) agreed to sell its wholly owned subsidiary 4Bio Medicamentos to Health Ventures, a unit of Grupo Profarma Distribuidora de Produtos Farmacêuticos SA (PFRM3 BZ), for R$600 million, the company said Tuesday (3).
The transaction includes maintaining R$80 million in net cash at closing, alongside customary working capital and net debt adjustments, according to a filing submitted to Brazil’s Securities and Exchange Commission (CVM).
Payment will be made in six tranches. An initial R$100 million will be paid at closing, followed by five annual installments of R$100 million each, adjusted by Brazil’s CDI benchmark rate.
RD Saúde said it retains the right to recognize an estimated R$120 million in additional assets related to the ICMS tax rate differential (Difal), which already has a favorable ruling from Brazil’s Supreme Federal Court. The company stated: “In addition, RD Saúde retains the right to recognize an estimated R$120 million in active supervening assets related to the ICMS rate differential (Difal), which already has a favorable decision at the Supreme Federal Court.” Monetization will occur through the release of judicial deposits after a final, unappealable court decision.
The divestment is expected to generate an estimated R$60 million income tax gain for RD Saúde.
Founded in 2004 and acquired by RD Saúde in 2015, 4Bio operates in the commercialization of specialty and high-complexity medicines for patients, healthcare professionals, clinics, hospitals and insurers. The company said: “RD Saúde acquired 4Bio in 2015. Over the last 11 years under its management, 4Bio increased its annual revenue from R$125 million to R$3.4 billion in 3Q25 LTM, reaching IFRS-16 EBITDA of R$85 million, becoming the leader in specialty drug retail, with particular emphasis on serving health insurers.”
RD Saúde said 4Bio no longer fits its strategic focus on core pharmaceutical retail. “4Bio no longer fits within RD Saúde’s strategy, which has been reinforcing its focus on pharmaceutical retail. In addition, the specialty drug market has undergone relevant changes in recent years, shifting to a commercial dynamic and margin and return levels closer to pharmaceutical distribution than retail. In this context, RD Saúde believes it has ceased to be the natural owner of the asset.”
The company added that the sale reinforces capital allocation discipline. “With the divestment, RD Saúde strengthens its capital structure, reduces net financial expenses and increases its profitability and ROIC.”
Closing remains subject to approval by the buyer’s shareholders, clearance from Brazil’s antitrust regulator Cade and the fulfillment of customary closing conditions.
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