The Firm represented Grupo Nutresa S.A. (“Nutresa”) in connection with multiple unsolicited tender offers undertaken in Colombia by Nugil S.A.S. (“Nugil”) and IHC Capital Holding LLC (“IHC”) and their activist campaign to gain control of Nutresa over the course of the last eighteen months. The Firm also represented Nutresa in connection with the recent execution of a framework agreement among Nutresa, Nugil, IHC, JGDB S.A.A. (“JGDB”), Grupo Sura S.A. (“Sura”) and Grupo Argos S.A. (“Argos”), which aims to resolve the disputes among the parties.
Pursuant to the Framework Agreement, Sura and Argos intend to exchange their holdings in Nutresa for shares in Sura and Argos. Following the consummation of the transaction, which is subject to regulatory and corporate approvals, JGDB, Nugil and IHC will collectively own at least 87% of Nutresa’s shares, Sura and Argos will cease to be shareholders of Nutresa, and Nutresa will cease to be a shareholder of Sura and Argos.
Nutresa, together with Sura and Argos and their respective subsidiaries, are companies from Medellin, Colombia that are reported to represent approximately 8% of the country’s GDP.
Nutresa is the leading food processor in Colombia and one of the largest companies in the sector in Latin America. Nutresa is present in 17 countries and its products are available in 82 countries around the world.
Sura is a Latin American regional financial and related services company, with core investments in the leading bank in Colombia, the leader in the regional pension management industry, and the third largest insurance company of Latin American origin. Argos is an infrastructure holding company with core investments in a leading company in the cement business in Colombia, the United States, Central America and the Caribbean, as well as road and airport concessions, and a portfolio of conventional and renewable energy assets.
JGDB and Nugil are part of a conglomerate of Colombian investor Jaime Gilinksi. IHC is a subsidiary of International Holding Company PJSC, a company associated with members of the Royal Family of Abu Dhabi.
The Simpson Thacher team included Juan Francisco Mendez, Borja Marcos, Alejandro de Ramon-Laca and Laura Ribero (Latin America); Eric Swedenburg, Ben Spiers (M&A); and Kelly Karapetyan and James Goldfeier (Antitrust).