BR Malls rejected Aliansce Sonae's new merger proposal last night, with the terms that had been formalized the night before. In the meantime, Aliansce asked to meet with BR Malls, which agreed but decided not to wait to make an announcement.
"The management of BR Malls is not against joining the business but is strongly against the financial terms proposed by Aliansce," Ruy Kameyama, CEO of BR Malls, told Pipeline. "They asked for a meeting, and we have always been and will be open to talking, but we go to a meeting with the premise that the proposal made is not a starting point for a merger."
Kameyama points out that, in the cash part of the proposal, the R$1.85 billion buys 25% of BR Malls, with the corporation's shareholders paying half of that bill, as it would be settled with debt issued by the new company. "Also, the benchmark in the proposal is R$9.11 per share, which is 43% below what we have on the books," he says, citing the book value per share (NAV).
The CEO reinforces the point that BR Malls had already discussed in the first proposal, made in January, understanding that the model means an acquisition without a control premium and not a merger. "We understand that Aliansce's controllers will transplant the shareholders' agreement they have to the company resulting from the merger with BR Malls, which in practice gives control without any premium", says Kameyama. The current controllers of Aliansce would have 23.5% of the company's capital after the merger.