Ontario Teachers, the Canadian pension fund that is a historic shareholder of Multiplan, sold a third of its position in the company in an auction this morning via broker Goldman Sachs.
The fund put up for sale 53.15 million shares, equivalent to 8.85% of the capital of the company founded by José Isaac Peres, a visionary and pioneer in the sector who built a portfolio of 20 premium shopping malls and invented iconic shopping malls such as Morumbi , Barra Shopping and BH Shopping.
The auction – taking place on a falling market day – raised R$1.2 billion and came to R$22.75 per share, a drop of 4.77% compared to yesterday’s closing.
Ontario joined the company in 2007 in a private transaction. As the fund had never changed its position since then, the most likely scenario is that today’s auction is the first step for the fund to eliminate its position in the company.
But at least for today, Ontario has already reached its sales limit. The fund holds 27.37% of the company’s capital, but only the 8.85% sold today are free shares for sale.
The other 18.52% is linked to a shareholders’ agreement that obliges Ontario to give Peres preemptive rights.
Under the terms of the agreement, Ontario must notify Peres 90 days before the sale so that the businessman can exercise his right of first refusal. Also according to the agreement, if Peres does not exercise his right and Ontario finds another buyer, Peres has another 30 days to reassess his interest in purchasing the shares under the same conditions offered by the other potential buyer.
One way or another, Ontario’s departure would change the governance game at Multiplan — with relevant strategic implications for the shopping mall sector.
With the departure of the Canadian partner, Peres – who has 25% of the company’s capital – would become a reference shareholder in what would become a de facto corporation.
To buy a large asset, the company can still raise capital by issuing PNs – as it maintained this right by not joining the Novo Mercado – but, in the event of a merger with another company in the sector, Peres would become a relevant minority.
Multiplan is the largest company in the sector in terms of market value, with a market cap of R$14.2 billion. Allos is worth R$11.9 billion and Iguatemi, R$6.2 billion.
Geraldo Samor
