What had been treated as a silent, behind-the-scenes dispute at Oncoclínicas has turned into an open confrontation between its main shareholders, and goes beyond the complex financial restructuring of the largest group specializing in cancer treatment in Latin America.
NeoFeed has obtained a letter that Mak Capital sent to the company requesting the convening of an extraordinary general meeting (EGM) and the immediate dismissal of its entire board of directors, which was elected in January of this year.
With support from Arc Capital, Kapitalo, Banco Original, and Santander, Latache , which owns almost 15% of the capital, elected five of the seven chosen members, with Marcelo Gasparino as president.
The request was submitted by Mak, which holds 6.3% of the capital, after the market closed on Tuesday, March 24, according to NeoFeed .
In the text, the American hedge fund manager, with US$1.7 billion under discretionary management, speaks of a "perfect storm" where the financial crisis has spilled over into patient care. According to shareholders, the current board has failed to present concrete measures to save the company's liquidity and is now attempting a "forced sale" through an agreement with Porto and Fleury .
Mak raises the stakes by stating that the M&A proposal's main factor is the cash-generating core and "prime assets" of Oncoclínicas, which would then be controlled by Porto and Fleury.
In exchange, the two companies would make a joint investment of R$ 500 million in equity and subscribe to an additional R$ 500 million in convertible debentures. NewCo would assume up to R$ 2.5 billion of Oncoclínicas' total debt, which currently exceeds R$ 4 billion.
According to Mak, it and other minority shareholders would cease to own the main business and become minority partners in a company controlled by Porto and Fleury.
Therefore, the asset manager classifies the transaction as "totally inappropriate" for the current circumstances (at the worst point of valuation in the company's history), both because of its "excessive complexity" and because it would hardly be completed in time to avoid a severe liquidity crisis.
An important point, according to Mak, is that the proposed design appears to assign a "negative valuation" to the businesses that would remain in Oncoclínicas, leaving behind significant debt without sufficient cash flow to honor it.
"The proposed transaction appears to be a completely inadequate response to the Company's circumstances," writes Mak. "The transaction appears to transfer the Company's main asset to NewCo, leaving behind significant debt and businesses that do not seem capable of generating sufficient cash flow for its operations."
As an alternative to this major change, Mak says it is "working with other investors" to inject up to R$ 500 million into the company.
"Mak also acknowledges that the Company needs an injection of new resources in the short term," the hedge fund writes. "However, Mak will only consider this commitment if the majority of the current Board of Directors is replaced, in order to allow for the proper conduct of the process."
The Camille Factor
Another point raised by Mak is the financial leadership crisis at Oncoclínicas, which was triggered by the board . According to the investment firm, a deal of this size risks being carried out without a suitable CFO to structure it.
In one section of the document, Mak describes the appointment of Camille Faria as CFO in February as an "excellent decision".
However, the sudden resignation of the executive, recognized for her experience in restructurings, with stakes in Oi and Americanas, is seen by Mak as a reflection of "internal tensions and a lack of consensus" within the board regarding a viable and consistent recovery plan.
A source close to the executive told NeoFeed on condition of anonymity that the board members perceived an “excess of requests and demands from Camille.” She was reportedly “asked to resign” because she disagreed with the opaque terms of the material fact disclosed to the market regarding the start of negotiations with Porto.
For Mak, Camille's departure at such a critical moment reinforces the perception that the board was unable to create an environment conducive to stabilizing the company.
In the letter, the hedge fund states that "his resignation comes at a particularly critical time for the Company. Recent events surrounding his resignation reinforce the perception that the decisions made by the new Board of Directors have failed to create an environment conducive to the development and execution of a coherent plan."
On the same day as her resignation, CFO Marcel Cecchi Vieira – one of the Latache partners who took over Camille's position – signed the text sent to the market stating that “in accordance with the term sheet , subject to negotiation and execution of definitive documents, the Parties intend to structure the Transaction through the creation of a NewCo. In general terms, the intended Transaction would have the following indicative characteristics…”
Mak questions how the current board of directors has been conducting the deliberations. According to the letter, the approval of the term sheet with Porto occurred by majority vote, but with dissenting written votes presented by two independent directors that were not disclosed to the market.
The management company states that "withholding this information is illegal and prevents shareholders from having full knowledge of the assessment made by management."
Sources close to the company report that, while the M&A may have long-term strategic merit, it ignores the immediate problem. Oncoclínicas faces a dangerous situation: a short-term challenge that is "urgent and fatal" due to a lack of liquidity, and a medium-term challenge regarding its strategic future.
In Mak's view, "you don't pay off financial debt and then stop paying suppliers, because that's the recipe for the end."
The manager's view is that the agreement with Porto and Fleury does not solve the very short-term problem, serving only as a palliative measure that does not provide immediate liquidity to meet imminent debt payments.
In the letter, Mak presents its financial diagnosis. As of September 30, 2025, the figures already indicated a net debt of approximately R$ 4.2 billion, current liabilities of around R$ 2.7 billion, and accumulated losses exceeding R$ 2 billion.
Even after the R$1.4 billion capital increase in November, the resources were not enough to protect operations and preserve value. On March 12, the Fitch ratings agency downgraded the company's rating to "C," noting that "Oncoclínicas' liquidity is insufficient to service its debt and its leverage is unsustainable at current levels."
With debts totaling R$ 745 million projected for 2026, the company is projected to end the year with a cash balance of less than R$ 100 million.
"Oncoclínicas' liquidity is insufficient to service its debt, and its leverage is unsustainable at current levels," the hedge fund writes.
Mak also mentions the deterioration of healthcare, which has moved beyond financial statements and into the daily operations of clinics. In the Extraordinary General Meeting request, the management company states that "complaints published online and market information indicate delays in payments to suppliers and, in particular, poor patient care, such as lack of medication, delayed or canceled appointments, and interruption of treatments."
Long history
In January of this year, Mak had already tried to change the composition of the board , without success. Now, the fund alleges that the board failed in its duty to pursue effective solutions, justifying the immediate change.
Since the management company holds more than 5% of the capital, the administration is legally obligated to convene the shareholders' meeting. If it fails to do so within the stipulated timeframe, the shareholders themselves can take the necessary steps.
In addition to the internal strain of recent months, the imbroglio carries the weight of exposure to Banco Master , which created a "hole" of confidence in the market.
In an interview with Pipeline , CFO Vieira said that "the shares that were held by Master and were the subject of a renegotiation of CDBs are in the phase of exchanging minutes with BRB" - which becomes a significant shareholder with 8.7% of the capital.
Amid the corporate and financial chaos, founder Bruno Ferrari had already stepped down as CEO, as NeoFeed anticipated in a series of reports. Carlos Gil was chosen as CEO .
Oncoclínicas now needs to race against time. Mak requires that the Extraordinary General Meeting (AGE) take place within 30 days of the publication of the notice.
Simultaneously, the company is attempting to obtain waivers for five debenture issues to avoid the early maturity of its debts as early as April 2026.
With debenture holders' meetings on the horizon and cash at critical levels, the battle will be decided by the transparency of information and the shareholders' ability to stabilize the company's corporate structure before the lack of liquidity becomes irreversible.
On the B3 stock exchange, the M&A deal orchestrated by Oncoclínicas caused the ONCO3 stock to register a 57.05% increase in value on Monday, the 23rd, reaching R$ 2.45. The following day, there was some profit-taking after this rise, with the stock falling 20% to R$ 1.96. Over 12 months, the ONCO3 ticker has fallen 63.8%. The company's market capitalization is R$ 2.19 billion.
Contacted by NeoFeed , Mak Capital said it would not comment.
