The decision by board of directors to not accept the attempted takeover bid of Jaime Gilinski and his backers from the Abu-Dhabi-based International Holding Company (IHC) was ratified by the Superior Court of Medellín last week after allies of the Grupo Empresarial de Antioquia (GEA) contested the way the vote was handled.
The court decision leaves null the decision of the Grupo Sura board of directors in November to accept the takeover bid that Gilinski offered to Nutresa on grounds that the board did not have a legal quorum when the decision was made and finalized, reports Valora Analitik.
The original case was filed by Diego Patiño Moreno, arguing that the decision could only be finalized if all seven of the board members were present, or if people endorsed at the company’s shareholders’ meeting were voting at the proceedings.
The Tenth Civil Court of Medellín had agreed with Moreno’s argument, but one of the Grupo Gilinski’s representatives, former Colombian commerce minister María Ximena Lombana, had argued that the quorum number should have been made with the number of members in the current position and not with the number of positions available.
Judge Piedad Cecilia Vélez of the Superior Court of Medellín ended up siding with Moreno after reviewing all the data of the case.
The battle between Nutresa and Gilinski has been ongoing for months, as Colombian billionaire Jaime Gilinski attempts to leverage his alliance with the IHC in order to take over Nutresa, Grupo Sura, and Grupo Argos, the Financial Times reported.
The takeover attempt by Gilinski escalated throughout 2022, and appear to have the ultimate goal of taking over the informal cross ownership alliance known locally as Grupo Empresarial Antioqueño (GEA), which manages 125 companies and is a significant driver of Medellín’s regional economy. So far, however, neither Gilinski nor the IHC has been able to obtain a clear majority in any of the three companies.
“At the moment, Gilinski…doesn’t control anything,” analyst Daniel Guardiola told Financial Times. “And you don’t invest over $2.5 billion not to control anything.”
The hostile takeover attempts seem to be losing their effectiveness as nearly all of the remaining shares of Nutresa have as a response, been concentrated by GEA allied investors, cross-shareholders between the three companies (Nutresa, Sura, and Argos), and long-time wealthy families based in Medellín that have so far refused to yield to the bids Gilinski has pushed in the country.
The most recent takeover bid that Gilinski and the IHC spearheaded and which was not ratified by the Superior Court could also be seen as a failure as the company fell significantly short of the shares and control they were seeking, getting only 35 million shares out of their goal of 114 million and gaining only 7.71% of the outstanding shares in the process.
The fight between Grupo Gilinski and the GEA seems to be spreading to court, government investigations, as well as the public sphere, as Gilinski’s son Gabriel is being accused of using Gilinksi’s own Colombian newsmagazine Semana to spearhead a smear campaign against the executives of the GEA, Portafolio reported.