Business · Companies · 1 hr ago
São Paulo court suspends order for Oncoclínicas share offer
A São Paulo court temporarily suspended an order for a share offer by Josephina 3, a fund controlled by US investment manager Centaurus, for shares in Brazilian cancer-care company Oncoclínicas.
The securities regulator, CVM, had given the fund 60 days to make the offer and could have fined it for failing to do so.
The dispute concerns a “poison pill” rule requiring investors who reach 15% of Oncoclínicas after its 2021 stock-market listing to offer to buy other shareholders’ shares.
Brazilian investment manager Latache, Oncoclínicas’ largest individual shareholder, says Centaurus crossed that threshold after the listing; Centaurus says it already held more than 15% before then.
The fund argued that the CVM could not enforce the company’s shareholder rules, and the offer is also being considered in arbitration at B3, Brazil’s stock exchange.
The offer could be worth more than R$14 billion, while Oncoclínicas is restructuring about R$5.1 billion in debt and reported a larger loss and lower revenue in the second quarter.
The court’s suspension is provisional, and the dispute over whether the offer is required remains unresolved.
A São Paulo court has temporarily suspended a securities regulator’s order requiring the Josephina 3 fund to make a share offer for Oncoclínicas.
The Brazilian Securities and Exchange Commission had given the fund 60 days to make the offer and had provided for a fine if it did not comply.
The order followed a dispute over whether Centaurus acquired more than 15% of Oncoclínicas after the company’s 2021 initial public offering.
Oncoclínicas’ rules require investors who reach that threshold after the IPO to offer to buy shares from other shareholders.
Josephina 3 argued in court that the regulator lacks authority to enforce obligations under the company’s bylaws.
- Who
- Josephina 3, controlled by investment manager Centaurus, obtained the court order.
- What
- A São Paulo court temporarily suspended the regulator’s order requiring a public share offer for Oncoclínicas.
- When
- The court suspended the order on Friday, October 23, 2026.
- Where
- São Paulo, Brazil.
- Why
- Josephina 3 argued that the securities regulator lacks authority to enforce obligations under Oncoclínicas’ bylaws.
Centaurus and Josephina 3
Latache
Threshold rule
Centaurus and Josephina 3
Centaurus said it held more than 15% of Oncoclínicas before the 2021 IPO, so the post-IPO offer requirement did not apply.
Latache
Latache says Centaurus acquired more than 15% after the IPO, triggering the offer requirement.
Regulatory authority
Centaurus and Josephina 3
Josephina 3 argued that the securities regulator cannot require compliance with obligations in the company’s bylaws.
Latache
The securities regulator ordered the offer, finding that a company rule had been breached.
Centaurus said it began investing in Oncoclínicas and held more than 15% before the IPO.
Oncoclínicas went public, and its bylaws’ share-offer rule applied to investors reaching the threshold after the IPO.
Josephina 3 was created to consolidate Centaurus’s stake previously held through Josephina 2.
The securities regulator ordered Josephina 3 to make an offer within 60 days, with a deadline of October 24.
A São Paulo court suspended the regulator’s order and its provision for a fine.
- Fund
- Josephina 3
- Investment manager
- Centaurus
- Company
- Oncoclínicas
- Offer deadline
- October 24, 2026
- Potential offer value
- More than R$14 billion
- Largest shareholder
- Latache, with 14.59% of Oncoclínicas