RIPASA: sales and adjustments with minority stockholders

Abstract

In 2004, the Zogbi, Derani and Zarzur [ZDZ] holding began negotiations to sell control of Ripasa, an attractive growth opportunity for its competitors which would not alter the market equilibrium. National and international competitors will dispute this crown jewel, the smallest of the big cellulose and paper companies. The Ripasa Case is a detailed description of a real business situation, the acquisition of the control of Ripasa by Votorantim Celulose e Papel [VCP] and Suzano Bahia Sul, two competing companies that joined forces in a strategic alliance designed as a consortium to acquire the control of Ripasa. The Case analyzes the acquisition process and the complex agreement with minority stockholders. The main question under discussion is the price to be paid to the minority stockholders. The situation became more complex due to the ambiguity of Ripasa´s Social Statute, which allowed for more than one interpretation on the tag along rights and caused a conflict between agencies. The acquiring companies decided not to take into consideration the best practices of Corporate Governance, aggravating the problem and delaying a final agreement for eighteen months.

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