The Board of Directors of Grupo SURA, in a series of meeting attended exclusively by its independent members, unanimously decided not to accept the Tender Offer presented by Nugil S.A.S.
The analysis undertaken by the Board of Directors, in accordance with its fiduciary duties to Grupo SURA and its shareholders, considered strategic considerations and its interest as a 35.7% shareholder in Grupo Nutresa. The evaluation included an analysis of considerations pertaining to financial, human, natural and social capital, as well as corporate governance.
The Board in its analysis considered, among other factors, the following:
1. Attributes of Grupo Nutresa
- Strength and evolution of performance: over the last 10 years the sales of Nutresa have increased 2.4 times, the results measured by EBITDA have multiplied 2.6 times, and its shareholders equity (patrimonio) has increased by 24%.
- Its products are sold in 78 countries located across five continents: its diversified lines of business together with a portfolio of leading brands in various segments is reflected in its international sales that accounted for 40% of total sales, as of end of September.
- For the last 11 consecutive years, Grupo Nutresa has been consistently listed on the Global Dow Jones Sustainability Index (DJSI), and Nutresa ranked first in the food industry in the last two annual reviews.
2. Financial aspects of the Tender Offer
After a comprehensive analysis and in consultation with external advisors, the Board concluded that, for Grupo SURA, the offer departs significantly from the value of Grupo Nutresa and its investment portfolio.
The referred analysis considered several methodologies of recognized technical valuation and we received financial advisory from Bank of America.
3. Sustainability Analysis
As an investment manager, Grupo Sura has and continues to consider social, environmental and governance (ESG) factors as a fundamental part of its strategy and vision. ESG factors allow for an adequate management of risks and impacts that help ensure the sustainability of Grupo Nutresa and a positive impact on its shareholders and stakeholders. Internal and external teams (FTI Consulting) undertook an analysis based on the above-mentioned criteria.
4. Initiatives to be promoted in Grupo Nutresa
Grupo SURA will promote initiatives aimed at permanently maximizing value for the shareholders of Grupo Nutresa, recognizing and taking into consideration other shareholders as well as the management of the Company. These initiatives include:
- Evaluating potential strategic partners, in an open and competitive process. Any such partner should share our comprehensive and long-term business vision and be able to provide both their knowledge and capabilities to continue strengthening the Company's potential in terms of its economic, human, social and natural capital.
- Increasing shareholders returns, with an adequate balance among investment for growth, investment appreciation and dividend policy.
- Supporting Grupo Nutresa in the process of accessing markets with greater liquidity and a better share price formation.
- Decisively supporting the objectives proposed by Grupo Nutresa for 2030, including the doubling of its 2020 sales, with returns above its cost of capital.
Grupo SURA continues to be committed to the creation of economic and social value for our investments, with a long-term perspective and the support of thousands of our shareholders, employees, suppliers, distributors, partners and all of those stakeholders who place their trust in us.
* This free translation is for general reference purposes only. The Información Relevante published in Spanish on December 13, 2021, is the official version of these matters disclosed to the public.