Hypera Pharma announced a capital increase, through a private subscription, of a volume that could reach R$ 1.5 billion. However, the move was not well received by the market. On Wednesday, February 4th, the pharmaceutical company's shares were falling. Around 4 PM, the company's shares on the B3 stock exchange had accumulated a 10% devaluation, trading at R$ 23.09.

In the relevant fact, Hypera informs the subscription of up to 70,588,236 common shares, at an issue price of R$ 21.25. The value represents a 17% discount on the closing price of Tuesday, February 3rd, and an 11% reduction compared to the share price over the last 30 trading days.

"The capital increase aims to strengthen the company's capital structure by reducing its net debt, contributing to improved operational and financial efficiency," the company said in a statement.

The company's controlling block, currently holding a 53% stake and comprised of founder João Alves de Queiroz Filho, known as Júnior (27.3%), the Mexican holding company Maiorem (14.7%), Votorantim (11%), and other smaller shareholders, has committed to fully exercising its right of first refusal to purchase the shares.

Votorantim has committed to subscribing to shares worth up to R$1 billion, which would represent two-thirds of the total expected volume. In practice, Hypera's initiative could imply a dilution of approximately 10% in the number of shares.

“With this move, there is a downward trend in the shares. By reducing debt only slightly and diluting shareholders, the assessment is that the company's initiatives so far have not been yielding results, without being able to deleverage on its own,” says a source in the pharmaceutical sector, consulted by NeoFeed .

According to analysts at BTG Pactual, the move is not expected to yield the anticipated results and will further dilute the shares of the pharmaceutical company's minority shareholders.

"Although management presents the capital increase as an initiative to strengthen the balance sheet and accelerate deleveraging, we find the announcement disappointing. In our view, the transaction suggests that the company is facing difficulties in deleveraging organically," the report says.

According to analysts Samuel Alves and Maria Resende, a capital increase at the projected ceiling of R$1.5 billion will imply a deleveraging of only 0.5 times, compared to a current net debt ratio of R$7.26 billion versus EBITDA of 2.4 times.

“We reiterate our neutral recommendation, as the company continues to face challenges in its deleveraging process and presents a relatively modest FCF (free cash flow) yield of 6% in 2026,” explains BTG.

For Itaú, the biggest concern for the financial market regarding the company's financial health is precisely the allocation of resources resulting from this capital increase.

“Although we believe the market would welcome greater deleveraging, creating room for optimizing capital structure and refinancing more expensive debt, many analysts on the buy side with whom we spoke interpret the moment differently,” says the report, signed by Vinicius Figueiredo, Lucca Generali Marquezini, and Felipe Amancio.

"In their view, the announcement aligns with ongoing market discussions regarding Hypera as a potential buyer in the acquisition of a large company in the generics segment. We will continue to monitor any developments in this regard," the bank added.

Impact on the Medley acquisition process

Although the pharmaceutical company stated in its press release that the move will "expand its capacity to invest in organic and inorganic growth opportunities," experts believe that this move is not enough to position Hypera as a favorite in the process of acquiring Medley, the generics unit of the French company Sanofi.

As NeoFeed exclusively revealed on Tuesday , February 3rd, the finalists in the competition – Hypera is one of them, along with Aché, Biolab, EMS, Sun Pharma, and a Vinci Compass fund – will make their final offers on March 13th. And the value is not expected to be less than US$500 million.

The market sees EMS, owned by the Sanchez family, as the favorite to win. Aché is also viewed as a company with good potential to buy Medley, with Sun Pharma as a dark horse. Hypera's level of debt has always been seen, in this process, as a complicating factor for a possible completion of the purchase.

"The understanding is that the amount raised now would be insufficient to guarantee an acquisition of this size, and that it would be necessary to leverage the company even further for the operation to be viable," a pharmaceutical industry executive told NeoFeed .

Over the past 12 months, the pharmaceutical company's shares have risen by 21.6%. Hypera is valued at R$ 14.6 billion.

Contacted by NeoFeed , Hypera did not comment on the capital increase.