The Fonte de Saúde fund, owned by businessman Nelson Tanure, and MAM Asset, manager of the Banco Master group, became defendants in a new sanction procedure, that is, with an accusation formulated and put on trial, opened by the Securities and Exchange Commission (CVM), according to the chronicle.
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The fund and the manager were the subject of an investigation as part of an investigation relating to the public takeover bid (OPA) of the Alliança laboratory network (formerly Alliar), a soap opera that moved economic news over a year and a half, between 2022 and 2023.
The trigger was the takeover of Alliança — courted by Rede D’Or and Fleury — by Nelson Tanure, in April 2022. With this transaction, the businessman reached 63.3% of the company’s capital, which forced him to carry out a takeover bid. This is an operation by which the person who acquires control of a company must offer minority shareholders the opportunity to sell their shares under similar conditions.
The investigation began because the technical sector of the CVM understood that the takeover bid had been carried out “within a period well beyond that which is usually provided for by the normative provisions in question”. The Companies Act and CVM Resolution No. 85, then in force, provide for deadlines which would not have been respected by Tanure’s vehicle and the fund manager, MAM. For example, it is required that the protocol for a mandatory takeover bid be completed within a maximum period of 30 days.
In fact, the takeover bid was only carried out in August 2023, a year and four months after the businessman took control of Alliar. It was a costly transaction: Tanure had to pay BRL 891 million to minority shareholders and achieved 93.3% of the shares. (Today, the entire Alliance is worth only 622 million reais on the stock market.)
Contacted by the Chronicle, Tanure sent a note saying that “the Fonte de Saúde fund clarifies that it is not aware of any sanction process on this subject and emphasizes that the takeover followed the natural course provided for by the legislation, was approved by the supervisory bodies and resulted in the acquisition of control of the company, as published in the relevant facts disseminated to the entire market”.
The CVM process comes at a particularly delicate time for the accused. Master, which includes MAM Asset, was liquidated by the Central Bank last month. Tanure, which has just lost control of Emae, is trying to get rid of its remaining assets after renegotiating a debt of more than a billion reais with creditors such as Farallon, Prisma and BTG.
Alliança is one of the assets given as guarantee in the negotiation, but Tanure is also looking for a buyer for Ligga Telecom, controlled by the businessman, Valor’s Pipeline site reported this week.
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