What experience occurred and taught to the market.Gilinski OPA (G) is well served as a premonition of what can happen in any country and any company, and that will already be a reason for examination and decisions in the JD and in the assemblies.This change.
To begin, remember that the GEA is mainly three conglomerates: Grupo Argos, Grupo Sura and Grupo Nutresa.And they stand out for making shareholders with each other, since each one has actions of the other.
For example, in the Nutresa group 35.25 % of the shares are the Sura group and 9.8 % the Argos group.In the case of the Sura Group, 27.6 % of the shares are the Argos group and 13 % have the Nutresa group.And in the Argos group, 36 % of the shares are the Sura group and 13 % have the Nutresa group.
In a previous note he commented that perhaps Gilinsky's play was for people to look towards Nutresa, but the primary purpose was to reach Sura, to show how to get to Bancolombia.Today it can be perceived that this path exists.Perhaps its initial interest is to merge Banco Sudameris, of its property, with Bancolombia, building a conglomerate with an asset value close to $ 320 billion (parodying the Aval Group that, with its five banks, amounts to $ 323 billion), collecting fromThat fusion all systematized management of operations, greater training for its South American employees and save a lot of costs, increasing its utility and profitability, comparatively with what it achieves with just its bank, which is not little.
This decision can be initially very difficult to accept by the Sura Group, since Sudameris is only the fifth part of Bancolombia.
Let's see what happened in the OPA:
Nutresa
His action was at $ 21.900 When the initial OPA was revealed and each title was offered to US $ 7.71, which at the change of the date were more than $ 31.400.For some analysts, the title was very cheap in the Colombian Stock Exchange.
In that pristine OPA, Gilinsky hoped to acquire between 50.1% and 62.62% at the aforementioned price of US $ 7,71.It only reached to buy 27.69 % of the property, a percentage that may not yet be firm to be firm a second member in the Board of Directors.That is why this second OPA does already offering US $ 10.48 ($ 41.961 approx.), With a 36 % increase in price, a difficult decision to reject, in order to achieve between 18.3 % and 22.8 % of more participation, hoping to reach between 46 % and 50.5 % of the totalof actions circulating.
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Nutresa owners are Grupo Sura 35.4 %, Grupo Argos 9.84 % and protection 3.3 % (these have 48.54 %) and the rest Colombian funds without considering protection and much of future with 17, 17,1%, foreign funds 7.4% and minority investors 27%.Gilinsky already acquired 27.7 % in the first OPA and could perhaps reach 46 % if they sell foreign funds and minority the rest that remained of the first.Porvenir sold him all his participation, which was important.In this way, Gilinsky would be Nutresa's first shareholder, displacing the Sura group, guaranteeing at least two positions of 7 on the board of directors and, from there, look closely at Bancolombia.
In Nutresa, the composition of its Board of Directors is 7 members, of which 4 are independent people and 3 are patrimonial members.The latter are: the presidents of Grupo Sura, the Grupo Argos and the president of South American Insurance.
Sura Group
This is the important.The offer made by the Gilinsky represents that Sura investors can sell their shares (ordinary) at a price of $ 32.860.This value became almost twice as much as Sura's action was worth when the first OPA was made by Nutresa, since the action was in the Colombian Stock Exchange on August 11, 2021 at $ 17.340 and remained a long time at those low levels.Then, the premium with that reference is 89.5 %.Too interesting.
According to surveys developed by Bloomberg, the market would have an objective price (the price at which the action should be according to analysts) to the Sura group of $ 27.420.From this perspective, the premium on the Gilinski offer would be 19.8%.Important still.
Recall that the shareholding composition of the SURA.This is 55.51 %.The others are: pension funds (unprotected) with 13.38 %, 1.72 % corvette and minority investors 29.39 %, which in total totaling the remaining 44.5 %.
Starting from the base that in the first OPA acquired 25.42 % of the property, at a price of US $ 8.01, where I hoped to buy between 25.34 % and 31.68 %, because at least it achieved itscommitted in the lower figure.That is why I believe that Gilinsky, by offering for the second OPA about US $ 9.88, that is, 23.3 % more price in dollars (9.88 % vs 8.01 %), they could reach to buy between5 % and 6.25 % of Sura Group, or even more participation, thus becoming the first Sura group.And even, with the passage of future time and without OPA, it can exceed that 31.67 % (25.42 % + 6.25 %), offering minority investors a higher price over US $ 9.88, inFuture negotiations closed or agreed.In this way, Gilinsky could even have 40 % of the property of Grupo Sura.
(También puede leer: ¿Hacia dónde van las OPA que enfrentan a los Gilinski contra el GEA?)
Clear, this allows us to observe that there is no solid castling in the GEA and that strip of minority shareholders is Gilinski's "target".Therefore, in the first OPA for Sura it managed to be the second largest shareholder with 27.6 %, behind Grupo Argos, and a second member of the Board of Directors was guaranteed.
Valga highlights that press information say that the Pension and Colfondos pension funds sold all the shares that had Sura Grupo.If this was so, they were obliged with their affiliates.And that those of Skandia and Protection sold 90 % of the actions they had of Sura and Nutresa.It could also be noted that the highest sales were made in the last two days of the validity of the OPA and the managers or managers of the funds and some minority shareholders waited until the last two days to sell, and even some did not sell everything, given, givenThat they observed that others, not selling all their investments in Grupo Sura and Nutresa, would perhaps expect better prices in a new OPA, which already left at a price of US $ 9.88 ($ 39.559) in Sura and at US $ 10.48 in Nutresa.
If in the future Gilinsky manages to increase his participation to 40 % in Sura, with the second OPA or buy forward, that is, for 2022 and 2023, in this way he will consolidate a third member of a minimum board of directors per quadiento, andDominate decisions in the GEA.But it is also expected that Grupo Argos and Nutresa give a hard fight to keep the three current members, maintaining the majority.In this way, Gilinsky could become the first Sura Grupo Share.
And all this is for Gilinsky to have Bancolombia in La Loca.050 on January 18, 2022, when on December 13, 2021, $ 30.900.In a single day, last January 18, it rose 9.76 %.
Let us keep in mind that Grupo Sura is owner of 46 % in Bancolombia, in addition to 49 % in protection, 35 % in Argos, 35 % in Nutresa and 16.8 % in Enka.
I clarify that, in Grupo Sura, the composition of its Board of Directors is 7 members, of which 4 are independent and three are patrimonial members, namely: the president of Nutresa, the Grupo Argos and the Vice President of Finance of GrupoArgus.
I want to highlight something that perhaps the bulk of the population has not taken into account: Gilinsky, being as a greater shareholder in Nutresa, automatically remains with a weight on the property of the Sura group of 13 %, which is what Nutresa has in Sura.And to this we would have to add the percentage he acquires in the 2 suer group, which may well become more than 38 %;With this you can remain with a completely majority deciding power of 51 %.Eye to what I just wrote.That is, the target is thrown into the Gea's heart !!!!And Sura has 46 % in Bancolombia !!!!.Let us understand why Gilinsky, with the support of the Royal Group of Abu Dhabi, initially invested US $ 1.930 million (US $ 952.6 million per Sura Group and US $ 977.7 million per Nutresa Group) in these OPA.
(Quizás quiera complementar con: Las alternativas del GEA para contraatacar a los Gilinski)
Now, thinking about the management of the GEA, it is unquestionable that its managers have done a great operational work to win markets, invoicing huge figures and generating very good profits.But they "slept" in "move" the price of shares, keeping them undervalued.And not having a totally safe red man (in the chess slang, with the pawns of the latter advanced, neglecting their king), they will have to accept a kind of co -administration with a certain "unknown", which possibly bothers the acceptance in the acceptance in thedecisions, figure that did not have.
The managers said that the value offered in the first OPA, and perhaps also for the second, was very low for what the two companies were worth.And if so, one wonders: And why did he stay in the market and for so much time that low price?On August 11, that is, only five months ago, the preferential action of Grupo Sura was quoted in the stock market at $ 17.340 and January 12 of this year closed at $ 31.000;This is an value of 78.8 % and managers say it is worth more.And then why the depressed price?The same initially said of Nutresa.
I do not want to say that this is done by the GEA, but many business owners maintain the low price and even distributing little utility, as a dividends.In this way, some minority could sell due to bored.And as that is the price of the action in the market itself, no one would object, because not knowing, nor for the annual assembly reports to the shareholders the true value of the company and therefore of the action, they have no reference point.Only presenters in them are limited to saying the financial statements how much sales, profits, assets, assets and that the proposed dividend would be $ XX, that is, one yy % more than the previous year, were growing..And they all start for their satisfied houses because they were in the assembly.They are never told if the company is creating value or not for them or how much is the real valuation of their action and, therefore, they do not know their real profitability.The truth, nobody expected this hostile bid, but well, redemption to minority came through higher prices, as compensation, as I indicated in the percentage growth lines back, also expressed in dollars so that the price hasa exchange rate, perhaps more positive.
I believe that both Nutresa and Sura had not recently valued them, because managers never said how much it was worth to belittle Gilinsky's initial offer and had to hire signatures to tell them, such as J.P Morgan y también recibiendo apoyos al respecto de un banco europeo y multinacional de inversión llamado Rothschild & Co, también del conocido Grupo de Consultores de Boston (BCG) y el grupo de abogados Posse Herrera, firma colombiana con oficinas en Bogotá, Medellín y Barranquilla.
Looking forward, I suppose there will be a struggle without barracks for the Sura, Nutresa and Argos groups against Gilinsky for the control of the GEA.I even think that Gilinsky will then do OPA by Bancolombia, Argos and Cementos Argos group, for which Grupo Sura must already prepare already.
(Si quiere algo de ficción alrededor de la realidad le puede interesar: Danel Quintero, la distracción que Gilinski usó para tomarse la empresas del GEA)
Thinking about Grupo Argos, which is the matrix of the Argos Business Group, with its subsidiaries participates in many important sectors of the Colombian economy and in other countries, such as: cements, coal, infrastructure, energy and real estate, among others.Its majority owners are: Sura Grupo with 27.20 %, Nutresa Group with 12.29 % and protection with 10.68 %.Among these three, 47.35 % total.The rest are private investment funds, pensions and minority shareholders that have the remaining 52.65 %.A diluted property is also observed.There is nothing weird for Gilinsky.And the incidental of this is that the Argos group has 27.66 % in Grupo Sura, 58.07 % in Cementos Argos, 52.93 % of Celsia and 9.83 % of Nutresa.Rather, Gilinsky could probably stay with all the "Gea Enroque" in a Suanfonson and they would stay there as a kind of Picana.
There was always talk that the GEA had a might perhaps impassable with each other and I think that it is not so.Is weak.Now, to be able to say that there is a very good castand important in the decisions of the Board of Directors and Assemblies.
About the valuation
The Board of Directors of the Argos Group told the national press that the price of the OPA per Sura of US $ 8.01 "does not recognize the fundamental value of its operational companies or that of its portfolio investments," but it also does not give a figure ofYour real value.Bloomberg, according to an international analysis that performs, estimated at $ 27.420 and Gilinsky offered $ 32.860;This was 19.8 % above, as a premium per acquisition, but remember that the SURA Group's action was at $ 17.340 on August 11, 2021, which would show that the offer was 89.5 % above.
Now, I think that Bloomberg's “fast” assessworldwide.And I support it with the following example: two companies that are in the same subsector, which basically have the same asset value, which invoice almost the same, do not have exactly the same level of operational, financial or total risk risk.Therefore, the same is worth the same !!
Grupo Argos seems to ask for a concept to J.P Morgan Chase, which is an entity of financial multiservices based in New York and the largest and oldest in the world, with an office in Bogotá, and perhaps prepared several valuations to the Sura group: by discounted free cash flow, for dividendsand for comparative multiples with regional and other world companies, of sectors where it is Sura and its subsidiaries;However, they did not mention the value it gave them to Sura.
Of these three methodologies, I accept the discounted free cash flow and not the other two, because in my opinion, they do not respond to a total analysis to determine the value of the heritage of a company.Moreover, I think they had to value it by the shareholders' cash flow method, since it directs directly into the value of a company's assets, considering that the shareholders really sell when they buy them their company, it is their flowfuture cash, which brings to present value.On the other hand, the free cash flow of the company is not sold.Obviously, I clarify that the financial theory in this regard indicates that by both methods the value of the heritage must give the same, but you have to do it, at least in both, so that the value is reconfirmed [1].
Now, says the Board of Directors of Grupo Argos that “it was taken into account that in the last 10 years the result measured by net utility of Grupo Sura multiplied 2.4 times, while its assets went from $ 19 billion to $ 30 billion.In addition, attending to its vision as a long -term investor, the Board of Directors stressed that the price of the ordinary action has multiplied 21 times since 2001, representing for Grupo Argos the 19 % annual return by incorporating dividends ”.For me, these are simply words that refer to the past and close past and the value of a company is based on the cash flows that expect to generate for shareholders towards the future.
I think that the president of the Board of Directors of a company must make all the shareholders known in their annual assemblies which is the probable value of the action, obtained through an objective assessment and by three methodologies that corroborate it: cash flow: cash flowof shareholders, free cash flow and eva.These values must be identical, which allows to verify that the valuation is well done and thus be able to inform their shareholders what is the real profitability obtained from their investment in the company, by adding two broken: the profitability obtained by the flow ofBox of the shareholders obtained in the period, divided by the average value of the equity in the same period.And to this the capital gain is added, which is obtained by dividing the value of the assets obtained by the valuation as of December 31 of the period that is being considered, on the initial value of the period that is being considered.This sum is subtracted 1, obtaining the real profitability of the shareholders.Once known, they will analyze whether they are fulfilling the expected expectations of profitability or not, which induces or maintaining their actions or proceeding to sell them, in a "ad-libitum" way.
(Lea sobre otras movidas empresariales y de la economía en nuestra sección principal)
And another element to inform shareholders is how the behavior in the creation of the company's value and its Eva Delta for its shareholders has been, in order to consolidate a more comprehensive and financial knowledge of their company and not keep the faint informationthat they are currently given, which has no importance to evaluate the benefits of their investment in your company [2].
This is really forcing companies, if they wantThe statement of financial situation (called the general balance).
Let us think that a company created 70 years ago still maintains in its state of financial situation the value of capital signed and paid at that time, to which they have been added, over time, legal reserves or others, premiums in placement of new shares, retained profits, etc., figures all of different years.Those "pesos of different eras" should not really be summable.
Finally, I will refer to what several people believe: that a company is worth XX times the EBITDA.They even believe that, if companies have sold companies, to say, 6 times the EBITDA, therefore our company that is in that same subsector, it is worth 6 times its EBITDA.Crassus Conceptual error.There are many differences and interference from different factors from one company to another, so they are within the same subsector and this translates into their values.
Companies are mainly worth the cash flows they generate in the future for their shareholders and not for the EBITDA they obtain.Now, if what you want is to know how much the company is worth depending.
[1] When assessing by fclibre, the value obtained is that of the assets.That is why we must subtract the debt to today, in order to determine the value of the assets, since this is the one that their shareholders sell.Recall that the FClibre is that of the company and not of the shareholders.When assessing by FC of shareholders, the result is directly obtained by the company's assets and therefore the value of each action.The debt is not subtracted here, because this was already considered in the construction of cash flows.In addition, when shareholders sell their company, what they really sell is their future cash flow, discounted to today.Both methods must show idem value of heritage, which is very different from the one reported by the balance sheet, called today state of financial situation.It is not necessary to warn, as is the patrimonial value for FC of the shareholders:
Company's assets value due to the cash flow of the owners = present value of the future cash flows of the shareholders + present value of the continuity value + liquidation value of the unnecessary assets + relevant intangible assets - contingent liabilities - contingent liabilities.
[2] Each company would decide how to communicate to its shareholders what I have explained in these last lines, since the information released in the Assembly report can easily reach the media and the general public in the general public.Each company will proceed according to the interests of its own shareholders.And if any company is getting more and more, that is good that everyone knows him;And if on the contrary it is worth less and less, the administration must respond to shareholders for the management of their patrimonial investments.Now, if someone wants to buy the company, they can demand supply all the information of the same and carry out a DILEGENCE, prior signature of a confidentiality agreement, which has its own obligations and demands, we are sued to be sued.