The announcement that Colombian company Ecopetrol has reached an agreement to acquire 26% of Brava Energia for R$ 2.8 billion and will conduct a public offering of shares (OPA) to reach 51% of the company's share capital has not been well received by investors.

At around 12:06 PM, shares of the independent oil company were down 3.87%, at R$ 19.39, after opening the trading session down almost 8%, due to doubts regarding the terms of the takeover bid and what will happen to the company under the control of the Colombian state oil company.

Ecopetrol intends to launch a takeover bid (OPA), with the price per share set at R$ 23, without monetary adjustments. The OPA will be limited to the number of shares necessary for Ecopetrol to reach 51% of the voting capital — the acquisition of an additional 25% of Brava's capital.

According to analyst Regis Cardoso of XP Investimentos , even with the proposal establishing a price per share above the currently traded price, Brava's shares are falling due to investors' concerns about the time value of money until the takeover bid is completed, at a time when oil prices are falling, in addition to the market value of the remaining stake after the takeover bid.

“If demand from the remaining 74% of the share capital exceeds the 25% limit of the offer, sales will be allocated proportionally,” says an excerpt from the report. “If all eligible shareholders offer all of their holdings, acceptances would be limited to 33.8%, leaving investors with 66.2% of their original positions. These remaining shares would continue to be freely traded on the market, potentially at prices lower than the offer price of R$ 23.”

He also mentions the doubt among investors about whether the takeover bid should target all of Brava's shares. According to Cardoso, Ecopetrol and the selling shareholders of Brava adopted this interpretation and structured the operation as a formation of control, not as a transfer of control.

According to him, although the sellers are signatories to the shareholders' agreement, they do not formally elect a majority of the board of directors. Under this interpretation, a takeover bid for all shares would not be mandatory.

“Even so, Ecopetrol is launching a voluntary takeover bid to acquire additional shares, but has limited its intention to 51% of the voting capital, a percentage sufficient to consolidate control,” highlights the XP analyst.

Beyond the financial terms, investors are expressing doubts about whether the operation will actually be transformative for Ecopetrol and Brava, and whether it will actually go ahead.

For Ecopetrol, the merits are clear. Analysts at BTG Pactual point out that the company will have access to more options for its exploration and production portfolio, with an increase in value coming from potential divestments by Petrobras .

In the case of Brava, the report says that Ecopetrol brings experience operating mature onshore assets, something capable of unlocking additional value in Brava. "Brava is the only independent company in Brazil to have developed an offshore asset, Atlanta, from scratch," say analysts Daniel Guardiola, Rodrigo Almeida, Alvaro Leyva, and Gustavo Cunha.

Despite this, they point out that Ecopetrol will have difficulty extracting value from the transaction, at least in the short term, considering that the appreciation from Brava will be limited in the coming years.

"Although the agreement will immediately boost Ecopetrol's production, our estimates suggest that Brava's production could peak at around 99,000 boe/d [barrels of oil equivalent per day] in 2027, up from 81,000 boe/d in 2025, before declining," says an excerpt from the report.

This is also a point raised by the XP analyst. He says that the remaining investors will become minority shareholders in a company whose strategy may change under a new controlling shareholder — especially a Colombian state-owned company interested in expanding production and reserves.

“This could imply a shift from Brava’s current focus on portfolio optimization to a more growth-oriented strategy with greater capital expenditure, although the details will only become clear when Ecopetrol discloses its plans. In this context of uncertainty, the market seems to assign a lower value to Brava’s outstanding shares after the takeover bid,” says an excerpt from the report.

Analysts at BTG Pactual also say there is a political risk in the transaction, this time coming from Colombia.

“We emphasize that a key point to monitor is the reaction of President [Gustavo] Petro, since his firm anti-oil stance has made transformative transactions for Ecopetrol unfeasible, especially the acquisition [of 30%] of CrownRock [an American shale oil producer] in 2024, and could again become a significant source of uncertainty, especially since Colombia will hold elections next month,” says an excerpt from the report.

Brava's shares have risen 16.3% this year, bringing the company's market value to R$ 9.01 billion.