Drugmaker claims rival’s board request hides true intent after hostile merger offer.
Hypera has filed a petition with Brazil’s antitrust watchdog, CADE, as it seeks to fend off a challenge from Carlos Sanchez, owner of rival drugmaker EMS. The pharmaceutical company wants to be formally included in a case before the regulator, in which EMS is seeking board representation at Hypera through third-party nominees.
In the petition, filed on Thursday, the company controlled by João Alves de Queiroz Filho, known as Júnior, argues that its competitor failed to disclose key context — specifically, a hostile merger proposal made last December.
“Grupo NC is not presenting CADE with the true facts, which clearly and unequivocally demonstrate its real intent: an aggressive takeover attempt using every possible means, while disregarding existing competition risks in order to influence Hypera,”
the company stated in the document.
In October, Mr. Sanchez made an offer to acquire up to 20% of Hypera. Just a week later, the proposal was rejected by Hypera’s board, which cited misalignment between the two companies and an undervalued offer. Grupo NC, which controls EMS, withdrew the proposal but continued acquiring shares on the open market, increasing its stake from 2% to 6%.
At the time, Mr. Sanchez claimed the investment was “strictly financial” and aimed at aligning interests between the two companies. Now, EMS is pushing to nominate independent directors to Hypera’s board and has requested cumulative voting to guarantee representation. The first nominee, Lírio Parisotto, is reportedly the most controversial for Hypera due to his close ties to Mr. Sanchez. The other two are Marcelo Gasparino and Rachel Maia.
In its filing, Hypera accuses Grupo NC of attempting to use its minority shareholder position to access “competitively sensitive information” for its own benefit—behavior it describes as anticompetitive.
“The true goal sought by Grupo NC is to obtain antitrust approval to exercise full political rights over all its shares. This was not clearly and transparently stated,”
Hypera said.
Hypera focuses on over-the-counter medications, while EMS's main business is generic drugs.
Source: Valor International
