CVC shareholders bypass tender offer requirement via statutory waiver

CVC has authorized a statutory exception allowing a specific block of shareholders to exceed a 25% ownership threshold without triggering a mandatory Tender Offer (OPA). This decision follows a shareholder agreement reached in April 2026 between investors linked to Apex Partners and the GJP fund.

The investor group, which includes funds associated with Apex Partners, Carbyne, and GJP, holds approximately 35.3% of CVC's capital. Apex Partners holds about 15.5%, while the GJP vehicle, associated with Guilherme Paulus, holds approximately 20.3%. Under previous rules, surpassing the 25% limit would have required a public acquisition offer to protect minority shareholders.

The waiver was approved during an Extraordinary General Meeting, receiving 23% of the votes from voting capital, with 8.8% voting against and 67.7% abstaining. While the agreement creates a specific exception for this group, it does not remove the general statutory protections for other shareholders. The operation also led to changes in the Board of Directors, though Fernando Antonio Kulnig Cinelli resigned shortly after being elected.