Little-known clauses in José Isaac Peres’ shareholder agreement with the Ontario Teachers Pension Plan make the scenario of dispersion of Multiplan’s capital that the market initially imagined unfeasible.
Under the terms of the agreement, if it decides to sell the 18.52% of the capital that is linked to the shareholders’ agreement, Ontario Teachers will have to find a single buyer for all shares — and will not be able to disperse its participation on the Stock Exchange, as it did in today’s auction, in which the fund sold the 8.85% of the company’s capital that was not linked to the agreement.
What’s more: the agreement also obliges the potential buyer of the shares to adhere to the current shareholders’ agreement — under the same terms and conditions.
These details of the agreement — revealed to Brazil Journal by a source close to Multiplan and confirmed by independent lawyers — show the terms highly restrictions that Peres managed to impose on the Canadian partner, and, in practice, make the fund’s position substantially illiquid.
When Ontario sold the shares that were outside the agreement this morning, the market assumed that this would be the first of many sales, which would disperse Multiplan’s capital as the Canadian fund gradually eliminated its position in the company.
“This agreement assumes that the company will always have a defined controlling group, and will never become a corporation,” said a lawyer who studied the text.
Even if Peres does not have the money to exercise the preemptive right in a possible sale of Ontario, he will always continue to command, as the agreement obliges the buyer of the shares to unconditionally adhere to the agreement.
Peres, the founder of Multiplan, owns 25% of the company and, according to the shareholders’ agreement, has the majority on the board.
The agreement establishes that Ontario has the right to veto on 11 matters, such as the approval of the business plan, new investments, taking on debt above a certain amount and the sale of assets.
The shareholders’ agreement is valid until 2037. Peres is 83 years old.
Geraldo Samor
