Dispute between for Lactalis and Force the Itambé is far from over

Although the latest decision of Justice has been partially favourable to French for Lactalis, the dispute between the company and the Force, now controlled by Mexican Lala, involving the purchase of Itambé Food seems far from over.
Last Tuesday (16/1), judge Cesar Ciampolini, business law Chamber of the Court of Justice of São Paulo, has validated the repurchase of 50% of the Itambé by CCPR, and the subsequent sale of 100% of the shares of the Itambé for Lactalis. However, in your decision, Ciampolini determined that for Lactalis cannot exercise shareholder rights "to any arbitration court decides otherwise".
The judge's decision has generated divergent interpretations on the part of Itambé and Force. In the understanding of Itambé, with the decision, the only factor that prevents the transfer of 100% of the shares of the company for Lactalis today is the Act of concentration, which is under review by the Cade (Administrative Council of economic defense).
In an interview with Value on Wednesday (17/1), the President of Itambé, Marcelo Candiotto ruled out the possibility of selling the company for Lactalis be reversed by the Board of arbitration. Already the interpretation of the Force, accusing the CCPR have failed to fulfill the shareholders ' agreement, is that the camera can decide for undo the operation.
The evaluation between Itambé 's lawyers is that if Force proved in arbitration that there was some damage to it, will be entitled to a compensation, but that the deal with for Lactalis would be irreversible.
Sought, the Force did not comment, because the process is secret. But, in a statement, reported that "the ruling preserves its rights, since it prevents for Lactalis to assume any role of shareholder of Itambé until the decision of the Arbitral Tribunal that will judge the merits of the question".
The fight between the companies began in December after the CCPR announced, surprisingly, the sale of the Itambé for Lactalis, a day after having completed the repurchase of 50% of the company. In reaction to the deal, the Force entered in court and got an injunction suspending the effects of the sale of its shares in Itambé to CCPR, which also suspended the sale of the company to for Lactalis.
The CCPR appealed and, in a new decision, the day 11 this month, judge Luis Felipe Ferrari Bedendi, the first Stick and arbitration Disputes in Sao Paulo, has validated the repurchase of 50% of the Itambé by CCPR, but retained the suspension on sale of milk to the company for Lactalis by setting that the decision on the validity of the operation would be arbitration.
The central appealed again and the case went to appeal, to the judge Ciampolini. In the process, the Force claims that the sale of the Itambé for Lactalis hurts the shareholders ' agreement with the CCPR in dairy company. Controlled until August by J&F, the Force is one of the companies sold by brothers Baptist pressed the tipoff. Was acquired by Mexican Lala. The transaction involved still up 100% of the shares of Itambé, in which the Force had 50%, slice purchased the CCPR in 2013 for R $410 million. In operation, the Lala attributed a value of R $4.3 billion to $1.4 billion and R to Itambé, considered low by the CCPR.
According to the shareholders ' agreement of Itambé, the CCPR have right of first refusal to buy back the 50% share of the company in case of sale of the Force. The CCPR has exercised this right, in another decision that surprised, since there were doubts about your financial standing.
The shareholders ' agreement on Itambé predicted even though it was prohibited the sale of the company to a third party who was competitor, which is the case for Lactalis. The Effect is that the CCPR should have offered the right of first refusal if he doesn't want to be with the Itambé.
Another questioned the Effect on Justice is the NDA (non disclosure agreement) that for Lactalis and other companies signed with the J&F when they purchase proposals by Force in mid-2017. By contract, the companies would have to go two years without dealing with the Itambé. Questioned on the subject, not for Lactalis manifested itself.
In the understanding of CCPR, the sale of Itambé to listen not for Lactalis the shareholders ' agreement, since this would have ceased to be worth when the CCPR's having control of the Itambé.
The speed with which the CCPR closed the sale of Itambé to French company also opened space for questions, once the central difficulty to get the loan on the market was clear.
In the process, the Force claims that the CCPR received for Lactalis's bid while the shareholders ' agreement on Itambé was still in force, before 4 December, when the CCPR paid the R $600 million related to the purchase of 50% of the Itambé to Force. The report sought yesterday to talk about theme Candiotto, but there was no return.
In the interview Wednesday, Candiotto said that to make the repurchase, the CCPR took loan of about $560 million R, with a grace period of two years and three years. According to market sources, the French BNP Paribas would have participated in the operation. Questioned, the President of Itambé said not being able to reveal the institution due to a confidentiality agreement. Sought, the BNP Paribas denied having made loan to CCPR.
Before getting the financing, the CCPR tried to obtain resources with the Banco do Brazil, but there was no time for the operation. The Codemig (Economic development company of Minas Gerais) also came to authorize contribution of R $587 million to ensure the repurchase. But the loan did not occur. Second Candiotto, Codemig's attempt of joining banks like the BDMG, BMI and the BB to fund the deal, has made the complex operation, making it, since the period for payment was short.