Ecopetrol acquires 51% controlling stake in Brazil's Brava Energia

Colombia’s state-owned energy company, Ecopetrol, has completed a US$1.2 billion acquisition of a 51% controlling stake in the Brazilian oil and gas firm Brava Energia. The transaction was executed through its subsidiary, Ecopetrol Investimentos do Brasil, and was funded via an intercompany loan from Ecopetrol Capital AG.

The acquisition was achieved through two primary mechanisms: a voluntary tender offer (OPA) on the B3 exchange, which secured approximately 25% of the company, and a separate share purchase agreement with existing shareholders that added another 26%. This move aligns with Ecopetrol’s strategy to diversify its portfolio and expand its geographic presence in the Latin American energy market.

Following the takeover, minority shareholders have faced financial challenges. While Ecopetrol paid R$23 per share during the tender offer, market prices for Brava Energia shares fell significantly below that level. Additionally, the removal of a “poison pill” provision from Brava’s bylaws—which previously would have required an investor reaching a 25% threshold to launch a full takeover bid at a premium—facilitated the acquisition but left minority investors with fewer protections.