In the lead-up to the crucial assembly on April 7, 2025, which will determine whether Carrefour France proceeds with its proposal to delist Carrefour Brasil from the stock exchange, significant changes have emerged regarding the voting shares. The percentage of free shares available for voting has recently increased to 27.6%. This change comes as a result of a corporate reorganization by Peninsula, which previously held 7.3% of Carrefour Brasil's shares but will not participate in the vote due to its connection with the controlling shareholder.
Peninsula announced that the Peninsula II Fundo de Investimento em Participações (FIP) – Multiestratégia is no longer under its management. Consequently, Peninsula's funds now hold only 4.9% of Carrefour Brasil. The FIP has acquired a 2.4% stake in the company's capital and, having severed formal ties with Peninsula, will now be counted as part of the free float, allowing it to vote in the upcoming assembly.
According to sources, the FIP was previously an association involving the Government of Singapore Investment Corporation (GIC) and Peninsula, but this partnership has since been dissolved. The GIC is anticipated to vote in favor of the delisting operation and subsequently plans to sell its shares in Carrefour Brasil.
Minority shareholders have voiced concerns regarding the timing of Peninsula's reorganization, perceiving the proposed offer of R$ 7.70 per share as excessively low. "The announcement does not clarify which investor detached from Peninsula's block. How can one be considered independent just a week before the assembly?" questioned an international minority shareholder. He further warned, "This will destroy foreign funds' trust in the Brazilian market." Despite these criticisms, the hopes of dissenting shareholders to block the proposal were already slim.
Market dynamics have also shifted since the announcement of the offer. The competitor Assaí has seen its shares rise by 11%, while Carrefour's stock has only increased by a mere 0.9%, hampered by the controller's proposed price. One fund manager noted, "Assaí is another leveraged retailer, and any improvement in the macro environment translates into a significant increase in profits," referring to a slight narrowing in the interest rate curve and a somewhat better GDP outlook.
"It has become a somewhat rare situation. The controller was clever. They saw a low price, launched an offer with a 32% premium over a 90-day average. But 45 days later, the entire market has risen," the manager commented. Initially, only long-term shareholders found the offer appalling. However, as the market improved, more investors began to share the same sentiment.
In a statement sent to Brazil Journal on February 20, 2025, Carrefour defended its offer for delisting, describing it as "fair, transparent, and structured based on the best governance practices." The company emphasized that the transaction "reflects Carrefour's commitment to all shareholders and guarantees an equitable and objective process."
As the assembly date approaches, the stakes are high for all parties involved. With the recent developments regarding shareholdings and the dynamics of the stock market, the outcome remains uncertain. Investors and analysts alike will be closely monitoring the situation as it unfolds.
