Carrefour Brasil (CRFB3) has announced an improvement in the proposal to close the company’s capital and also rescheduled the Extraordinary General Assembly (AGE) to approve the transaction to April 25 (previously, April 7). The price offered was elevated from $ 7.70 to $ 8.50. Thus, the retailer’s action jumped 10.77%, at R $ 8.23, and recorded one of the only highs of Ibovespa, which closed in a strong drop of 2.96%. The other rise was from Minerva (BEEF3), with positive variation of 0.15%.
Bradesco BBI evaluates the new offer as an attempt to try to reduce uncertainty about a potential proposal rejection, as well as to offer a more aligned gain with the latest positive performance of retailers’ actions.
Given the noise generated by minority shareholder groups in reaction to the initial proposal – considered poorly attractive at a time when CRFB3 approached its historical minimum, with high capital, devalued real capital and a turn on the way – “the perception of risk around the approval of the operation gained strength,” says BBI.
Since the first announcement, on February 11, the price of CRFB3 was to some extent anchored around the proposal of R $ 7.70 (the price rose 4% since that day), while retailers were valued in general, particularly the main pair of Carrefour Brazil, Assaí (ASAI3), which rose 19% since February 11.
Under the new terms, the R $ 8.50 per share proposed will reflect, according to the BBI, a pricing more appropriate to the current context – the value represents a 56% appreciation compared to the closing price of 2024, compared to 50% registered by ASAI3 in the same period.
Bradesco BBI maintained a neutral recommendation and target price of $ 7.
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In XP’s evaluation, the action will no longer negotiate based on fundamentals and, instead, will probably be negotiated closer to the R $ 8.50 cash proposal.
XP Investimentos continues to see the terms of the proposed valuation, 14.5 and 8.9 times price/profit 2025 and 2026, as a reference for other Atacarejo players, with Assaí and Mateus Group (GMAT3) negotiating at 9.4 to 8.9 times p/l 2026, respectively. However, the broker notes that the way ahead should remain uncertain, with local news pointing that consulting firms and investors see the fair exchange relationship still above updated terms.
JPMorgan, in turn, said it did not believe that the transaction blockage was a probable scenario, especially after the segregation of part of the Peninsula’s participation, which made 2.4% of CRFB3 shares eligible for voting on AGE.
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In addition, according to Banco amaerican, there is concern among investors that if the business is blocked, the controlling shareholder can dilute the value of minorities and gradually force them to leave the company.
In this context, JPMorgan continues to believe that the transaction must be approved, and that improved terms should boost actions, with a potential of 14% in the 100% cash option. CRFB3 is negotiated at a multiple price/estimated profit to 2025 11 times.
JPMorgan maintained a neutral recommendation and target price of $ 7.70.
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Great Investments believes that the action should already open with a considerable gap, converging close to the amount offered. Carrefour’s revised proposal occurs at a time when activist funds sought to organize minorities to block the proposal because they found the award offered unattractive.
“With a free float of approximately 27.6%, disregarding the participation of the controller and the peninsula, the approval of the proposal requires the favorable vote of more than half of these minority shareholders,” recalls the genius.
Goldman Sachs points out that the new proposal represents a 32% appreciation potential compared to the closing price of Carrefour shares on February 10 and a 46% prize on the average volume (VWAP) average price one month before that date.