In a notice to the market sent this Friday morning (14), brMalls (BRML3) informed that its Board of Directors unanimously decided to refuse the proposed business combination with Aliansce Sonae (ALSO3).
The company understood that the proposal considerably understates the fair value of brMalls and its asset portfolio and, therefore, does not serve the best interests of shareholders.
brMalls informed that it is constantly evaluating strategic alternatives that can generate value for the company and its shareholders.
Aliansce Sonae informed last night that on the 4th it had sent a Non-Binding Proposal for a Business Combination to the Board of Directors of brMalls, confirming a movement expected since the end of December.
Under Aliansce’s proposal, brMalls shareholders would receive 50% of the new company plus a cash payment.
brMalls shareholders would receive approximately 265 million new Aliansce Sonae common shares, or 50% of its share capital, with an exchange ratio of approximately 0.32 Aliansce common shares for each BR Malls common share.
The cash payment would total BRL 1.35 billion, or about 20% of brMalls’ market value.
“This merger of equals has the capacity to strengthen the businesses of the combined company, taking advantage of the talents and best practices of each of the companies… In addition, it should generate numerous opportunities for growth”, said Aliansce.
Aliansce Sonae currently has a market value of BRL 5.21 billion, while that of brMalls reaches BRL 6.85 billion, according to data from Refinitiv Eikon.
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Aliansce highlighted in a presentation to the market that the combination would create one of the leaders in Latin America in the sector. In addition, it pointed out positive points for governance, combining a corporation structure with strategic and long-term shareholders.
The share would be the most liquid in the shopping center sector in Latin America and the only one in the Novo Mercado, being the asset of choice for any global investor. In addition, it would be a platform ready to offer unique “phygital” experiences to customers, being the preferred partner for consumers, retailers and developers, with a leaner, more effective and efficient organization. There would also be clear potential synergies to be captured.
If implemented, the two companies could add up to a portfolio of 69 malls with joint tenant revenues of R$38.5 billion.
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