桑坦德溢价15%收购巴西子公司10%股权，外资退市潮冲击B3市场

Jean Marcel Arakawa Marcelo Coelho/Divulgação Santander’s move to acquire the roughly 10% stake in its Brazilian subsidiary that it does not already own is the latest sign that foreign multinationals are rethinking the value of keeping their Brazilian operations listed on B3. Companies including Iberdrola—the parent of Neoenergia—, Portugal’s EDP, and France’s Carrefour have taken their local subsidiaries private in recent years. Valor learned that other multinationals are also evaluating takeover bids to acquire minority-held shares in their Brazilian subsidiaries. The trend comes amid a backdrop of high interest rates, weak market liquidity, and a dearth of new equity offerings. After the wave of initial public offerings (IPOs) in 2020 and 2021, B3 has experienced a succession of take-private transactions, mergers and takeover bids, without enough new listings to offset the departures. Analysis: Santander finally taking its Brazilian unit off the stock market Foreign interest fuels takeover bids for Brazilian companies B3 data show the number of listed companies fell from 394 in 2022 to 344 as of the latest survey in June. A year ago, the exchange had 361 listed companies. “For two consecutive years, I’ve been working on takeover bids,” said Jean Marcel Arakawa, a capital markets partner at law firm Mattos Filho. According to him, controlling shareholders and prospective buyers have identified a significant gap between companies’ share prices and their intrinsic value. “What we’ve been seeing are situations where the controlling shareholder—or even another buyer—recognizes a discount between a company’s intrinsic value and its screen price, creating room for transactions. On top of that, it has become much harder to generate additional liquidity for these shares.” A source at an investment bank told Valor that other foreign groups are studying transactions similar to Santander’s proposal. These assessments are at different stages and may not all result in formal offers. Still, they indicate that parent companies are reassessing whether it remains strategically worthwhile to keep their Brazilian subsidiaries publicly traded. “That makes a lot of sense, especially if the parent company’s shares trade well in its home market,” said the source, who requested anonymity. “Broadly speaking, if the parent trades at a higher P/E multiple [price-to-earnings ratio] abroad, it’s a logical move.” In practice, when a parent company commands a higher valuation multiple in its home market than its Brazilian subsidiary does locally, it can use its own shares as acquisition currency to buy the publicly traded minority stake at a relatively lower economic cost while capturing all of the subsidiary’s future value creation. Foreign-controlled companies still listed on B3 include Telefónica Brasil, TIM Brasil, and CPFL Energia—owned by China’s State Grid. State Grid has previously announced plans to list its Brazilian operations. In Santander’s case, the Spanish bank intends to launch a voluntary exchange offer under which minority shareholders may swap their holdings for shares in the parent company. The transaction could reach approximately R$11 billion, representing a 15% premium over the reference market price. Before the announcement, Santander Brasil units had fallen about 21% this year on B3. The transaction does not currently constitute a take-private deal. The offer is not subject to a minimum acceptance threshold, and shareholders may choose to remain invested. Santander said it intends to keep the Brazilian subsidiary listed on B3. A high acceptance rate, however, would significantly reduce the free float and could make a future delisting proposal easier should the parent company decide to pursue one. According to people familiar with the transaction, no such decision has been made, although market participants consider a delisting a possibility after the offer is completed. Beyond Santander’s specific case, the move reflects a broader shift in how multinational companies view maintaining Brazilian subsidiaries on the stock exchange. For years, a local listing provided access to Brazilian investors, funding for expansion, acquisition currency, and an independent market valuation for local operations. That rationale has weakened as Brazilian shares have traded at what many consider steep discounts and liquidity has deteriorated. With little prospect of new equity offerings, some parent companies have concluded it makes more sense to acquire minority interests and fully capture the value generated by their subsidiaries, according to a market source. Spain’s Iberdrola was among the latest to follow that strategy. After purchasing retirement fund Previ’s 30.29% stake in Neoenergia, it launched a takeover bid for the remaining shares, raising its ownership to about 98% of the company and paving the way for its delisting from B3. The transaction did not reduce Brazil’s strategic importance for the group. Neoenergia remains one of Iberdrola’s main international platforms, but concentrated ownership has given the parent company greater flexibility over investment decisions and corporate strategy. Portugal’s EDP took its Brazilian subsidiary private in 2023, saying at the time that simplifying its corporate structure was part of its strategy for what it considered a priority market. In the retail sector, Carrefour acquired the remaining shares of its Brazilian operation in 2025 and became its sole shareholder, likewise emphasizing Brazil’s strategic importance to the group. In that case, the transaction was not carried out through a formal takeover bid. The trend has also reached Brazilian groups. Last week, Randoncorp’s controlling shareholder launched a voluntary tender offer to acquire shares in the commercial vehicle equipment manufacturer, offering shares in its subsidiary Fras-le in exchange—a structure similar to Santander’s—as part of a corporate reorganization. Although the controlling shareholder is Brazilian, the transaction reinforces the broader trend toward simpler ownership structures, supported by the fact that the parent company trades at a significantly lower valuation than its subsidiary. Other transactions have had a similar effect on Brazil’s stock market through different mechanisms. After acquiring control of Brazilian companies, shipping groups CMA CGM and MSC opted to delist Santos Brasil and Wilson Sons, respectively, choosing to operate the assets as privately held businesses. Despite differences among the transactions, all have reduced the universe of publicly traded companies available to Brazilian investors, at a time when the market has seen virtually no new IPOs. Henrique Filizzola, a capital markets partner at law firm Stocche Forbes Advogados, said the trend reflects a combination of strategic considerations, macroeconomic conditions, and characteristics of Brazil’s capital markets. “In many cases, the persistent discount between share prices and the intrinsic value of the underlying assets, combined with weak market liquidity, reduces the advantages of remaining publicly listed,” he said. He also pointed to the cost of capital and the expenses associated with maintaining a listed company. “On top of that, a high-interest-rate environment increases the cost of capital and makes capital markets a less competitive source of financing, while the regulatory and corporate governance costs associated with being a publicly traded company remain high,” he said. In his view, the trend does not reflect a loss of confidence in Brazil but rather a reassessment of the most efficient ownership structure for capital allocation and business management. The growing number of these transactions, he said, underscores the need to improve market liquidity, broaden the investor base and strengthen the Brazilian market’s ability to properly value high-quality companies. Contacted by Valor, Santander reiterated a statement released last week saying, among other points, that the transaction “reflects Banco Santander’s confidence in Brazil and in the growth potential of its businesses in the country.” The other companies mentioned in this article declined to comment.