Schincariol Shareholders Sue to Stop Sale

Schincariol Shareholders Sue to Stop Sale Minority shareholders at Brazilian brewer Schincariol filed suit Tuesday to halt the sale of the 50.45% stake held by their cousins Alexandre and Adriano to Japanese brewery Kirin for BRL3.95bn ($2.52bn). Jose Augusto Schincariol, Daniela Schincariol and Gilberto Schincariol Junior, cousins of the two brothers and holders of the remaining 49.55% stake in Schincariol, are claiming right of first refusal on the basis of the company’s bylaws. This is according to Larissa Teixera Quattrini, head of corporate issues at law firm Teixeira, Martins & Advogados, which has been retained by the minority holders. However, this argument is open to debate as Kirin acquired the holding company not the opco, which is the entity that is named in the change of control clause and entitles the minority shareholders the right of first refusal. The holding company, which was bought in its entirety by Kirin, holds 50.45% of the outstanding shares of Schincariol. Teixera says the minority shareholders were excluded from negotiations between the majority shareholders and Kirin despite having informed the buyers about the relevant bylaw. “The minority shareholders have absolutely no details about how the deal took place,” she says. “There have been many precedents that corporate documents have to be observed.” A judge’s decision on whether to allow the deal to continue is expected within the next several days. The minority holders were themselves heard interested in acquiring the rest of Schincariol and had retained Morgan Stanley to advise them, but were thought to lack the financing. Kirin was unavailable for comment at press time.