Aliansce said the new offer included a “more favorable exchange ratio for BR Malls’ shareholders.”
The firm had two previous offers rejected by BR Malls this year, but the rival signaled last month that it was still open for talks on a potential business combination if they reflected its “fair value.”
Under the new offer, Aliansce Sonae would pay BR Malls’ shareholders 1.25 billion reais ($268.66 million) in cash and deliver them 326,339,911 shares of Aliansce.
This would represent an exchange ratio of one share issued by BR Malls for 0.3940 share issued by Aliansce Sonae, it noted in a securities filing.
The previous offer included a cash payment of 1.85 billion reais and the delivery of 276,762,914 shares issued by Aliansce Sonae, with an exchange ratio of one BR Malls share for 0.3341 Aliansce share.
After receiving the bid, BR Malls said in a separate filing that “given the new economic terms of the offer,” its board had decided to authorize its officers to engage with Aliansce representatives on the terms of the proposal and draft documents to present to a shareholders meeting.
It said the new exchange ratio of Aliansce’s proposal would give BR Malls 55.2% of the combined company.
“Considering the closing price of April 18, the new offer provides for an approximate 18% increase if compared to the exchange ratio originally proposed on January 4,” BR Malls said.
According to Refinitiv Eikon data, BR Malls currently has a market capitalization of 7.24 billion reais, while Aliansce Sonae has a market capitalization of 5.63 billion reais.
Aliansce is backed by the Canada Pension Plan Investment Board (CPPIB) fund and also has ECE’s Alexander Otto and founder and chairman Renato Rique as major shareholders. BR Malls, on the other hand, has a more diffuse ownership.
($1 = 4.6528 reais)
(Reporting by Gabriel Araujo; editing by Ed Osmond, Mark Porter and Jason Neely)