Azzas 2154, the Brazilian fashion group behind Farm, Hering, Animale and Schutz, announced on Wednesday (2) an agreement between its two shareholder blocs to break the company apart. The deal unwinds, in under two years, the 2024 merger of Arezzo&Co and Grupo Soma that created one of Brazil's largest fashion groups: Alexandre Birman's bloc takes back Arezzo&Co, and Roberto Jatahy's bloc takes SOMA. At its creation, the group held more than 30 brands, roughly 2,000 stores and estimated annual revenue of R$ 12 billion, according to G1.
How the split works
In a statement to the market, Birman and Jatahy said each resulting company will have separate management and its own access to capital.
"The reorganization aims to allow each resulting company to operate with separate management, focused on its own business model and market opportunities, with direct and independent access to capital markets and other sources of funding."
According to InfoMoney, the operation has two stages: a partial spin-off separating the brands and creating a Farm Rio company, followed by a share swap between the Birman and Jatahy blocs. Holders of AZZA3, the company's listed shares, will receive stock in both companies in the exact proportion of their current stake. Arezzo&Co keeps the footwear and accessories brands (Arezzo, Schutz, Anacapri, Vans, Alexandre Birman and Carol Bassi) plus Hering; SOMA keeps Animale, NV, Maria Filó, Cris Barros, Reserva, Oficina and Foxton. A separate company will hold the Farm Rio business, owned 57.4% by Arezzo&Co and 42.6% by SOMA, with the strategic review of the brand announced earlier still under way. Both companies are to list on B3's Novo Mercado, the top governance tier of Brazil's stock exchange, and the deal still requires approvals, including from Cade, Brazil's antitrust regulator, as Times Brasil reported. The filing states the partial spin-off gives shareholders no right to cash out.
Under the final structure, the Birman bloc will hold 32.13% of Arezzo&Co and 6.18% of SOMA, and the Jatahy bloc 25.95% of SOMA. All other shareholders, including retail investors, will own 67.87% of each company, preserving their current relative stakes.
A feud and falling profits
The settlement ends a conflict that ran through the company's short life. Board turnover began in May 2025 with the resignation of XP founder Guilherme Benchimol and continued with a June 2025 reshuffle that installed Nicola Calicchio Neto as chairman in place of Pedro Parente and Anna Chaia. Reserva founder Rony Meisler was among the executives who left, and Calicchio Neto himself stepped down a year after taking the job. In May this year, Jatahy went to court to block internal changes pushed by Birman; the court granted the request and kept Jatahy in charge of the women's and men's clothing units. The company said at the time it had been "surprised" by the lawsuit.
Results weakened along the way. Recurring net income came to R$ 106.5 million in the second quarter of 2026, down 62.5% from the same period of 2025, after a 45.7% drop to R$ 63.9 million in the first quarter from R$ 117.7 million a year earlier, company figures reported by G1 show. Investors welcomed the breakup: AZZA3 shares closed up 11.3% at R$ 16.77 on Wednesday, InfoMoney reported.
What shareholders still lack are the share ratios, the trading tickers and a closing date. For the supply chain, footwear and apparel suppliers and the roughly 2,000-store network will deal with two separate buying and governance structures. For shoppers, nothing changes right away: the brands stay on the same shelves, and the split takes effect only after approvals that have no set deadline.