Brazil's securities regulator, the CVM (Comissao de Valores Mobiliarios, equivalent to the US SEC), unanimously approved on Tuesday (25th), by a 3-0 vote, a mandatory tender offer for shares of cancer treatment network Oncoclinicas. The board's decision overruled the agency's own technical staff, who had twice recommended against requiring the offer, according to Folha de S.Paulo and O Estado de S. Paulo.
The dispute pits American investment firm Centaurus Capital against Brazilian fund Latache, Oncoclinicas' majority shareholder. Under the company's bylaws, any investor whose stake exceeds 15% after the firm's IPO must launch a tender offer giving other shareholders the option to sell their shares. Centaurus, which now holds about 16.05% of the company through a fund called Josephina 3, argues its position dates back to 2018 and should not trigger the rule, according to Estadao. Latache, Oncoclinicas' largest individual shareholder with 14.6% of the capital, has been one of the main advocates for the mandatory offer.
According to Estadao/Broadcast, the transaction could cost Centaurus up to 6 billion reais (roughly 1.1 billion dollars). CVM chairman Otto Lobo and directors Joao Accioly and Igor Muniz voted in favor of the offer. Director Marina Copola was recused from the case.
Fund already turns to arbitration
Hours after the ruling, Josephina 3, the vehicle through which Centaurus holds its Oncoclinicas stake, issued a statement disagreeing with the board. The fund noted that the CVM's technical staff had already recommended rejecting the offer on two separate occasions.
The Arbitration Tribunal of B3's Market Arbitration Chamber (CAM) is the body with exclusive jurisdiction to resolve this commercial dispute between shareholders of a publicly traded company, which is why Josephina 3 initiated arbitration proceedings before CAM last week, the fund said in its statement.
According to Estadao, Latache, Centaurus and Oncoclinicas itself did not respond to requests for comment on the decision. The case now moves forward on two parallel tracks: execution of the tender offer ordered by the CVM, and the arbitration case already filed by the Centaurus-linked fund at B3's chamber before the board even issued its ruling.
Roots in a Goldman Sachs fund restructuring
According to reporting by Estadao, the dispute traces back to a restructuring of funds that held stakes in Oncoclinicas. Goldman Sachs, a shareholder in the network since 2015, held its investment through structures called Josephina I and II, in which Centaurus had an indirect stake. Due to internal bank rules limiting proprietary stakes above 5% to a maximum of ten years, Goldman Sachs decided in late 2024 to reduce its exposure, creating the Josephina 3 fund and effectively raising Centaurus' stake in Oncoclinicas to around 16%. The case is one of the most closely watched by the market this year and the highest-profile so far under CVM chairman Otto Lobo, who took over the agency's presidency in June.