By Brazil Stock Guide — UBS Lumen, a fund linked to the family of lawyers Arnoldo and Alexandre Wald, has asked Oncoclínicas (ONCO3) to call an extraordinary shareholders’ meeting to carry out a broad overhaul of the company’s board, adding another front to the governance battle at the Brazilian oncology-care group.
The fund, managed by EXA Capital, holds 55.97 million Oncoclínicas shares, equivalent to 4.93% of the company’s capital, and is seeking to remove the current board, set the number of directors at seven and hold a new election.
Although the proposal formally calls for the removal of all sitting directors, two of them — Chairman Marcelo Curti and Antonio Claudio Correa Leite Buchaul — are included in Lumen’s proposed seven-member slate. In practice, five of the seven board seats would change hands if the proposal is approved.
In addition to Curti and Buchaul, the fund has nominated Hélio Paulo Ferraz, Lourival Antunes Maciel, Claudio Marcelo Schmidt Rehder, Dante Iacovone and José Maria Junqueira Sampaio Meirelles.
The move comes just five months after Lumen played a significant role in the election of Oncoclínicas’ current board. At the company’s April 30 shareholder meeting, the fund nominated three directors, while Mak Capital failed to secure the board majority it had sought.
Lumen is linked to the Wald family and is managed by EXA Capital. According to a report by Valor Econômico, Arnoldo and Alexandre Wald invested in Oncoclínicas as part of the company’s 2025 capital raising, acquiring about R$200 million in debentures that were later converted into shares.
In a September 24 letter to the board, UBS Lumen said there had been a “substantial change” in both Oncoclínicas’ financial and economic position and its shareholder structure since the April meeting. The fund said a board overhaul was needed to address the company’s financial and operational challenges and support its recovery.
The profile of the proposed slate also points to a greater emphasis on finance, governance and restructuring than on hospital operations. The nominees include executives and board members with backgrounds in banking, telecommunications and infrastructure.
Oncoclínicas said it received the request on September 24, but that the board is still reviewing the matter and has not yet decided whether to call the meeting.
The latest governance push is unfolding alongside a separate campaign led by Latache, currently Oncoclínicas’ largest individually disclosed shareholder, with a 14.59% stake. Latache is in a dispute with Josephina III, an investment vehicle linked to Centaurus. The asset manager was among the shareholders that brought before Brazil’s securities regulator, the CVM, the question of whether Centaurus’ ownership position had triggered a mandatory tender offer under Oncoclínicas’ bylaws.
On August 25, the CVM board ruled that Centaurus, through Josephina III, was required to launch the tender offer. The regulator concluded that the bylaw threshold had been triggered on November 4, 2024, when Josephina III’s direct ownership rose above 15% of the company’s capital.
The CVM also determined that the offer should be carried out within 60 days, with the price calculated under the company’s bylaws and adjusted by Brazil’s Selic benchmark rate from the date of the triggering event. Shareholders eligible up to the day before the auction would be entitled to participate.
With the tender offer still not completed, Latache has requested a shareholder meeting to consider suspending Josephina III’s voting rights until the obligation is fulfilled.
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