The announcement by Grupo Fleury of a possible merger with Oncoclínicas and Porto Seguro, the health arm of the Porto group, to create the oncology company NewCo, was viewed with optimism by the market, but with relevant points of concern.
In the transaction structure, Fleury and Porto Seguro will jointly invest R$ 500 million in the new company through a holding company, of which they will be the sole owners and through which they will exercise control. The shareholding of each of them in NewCo has not yet been defined.
"At first glance, the announced transaction involving Fleury seems strategically consistent with the company's ambition to expand into more complex and faster-growing segments, such as oncology, where Fleury already has an ongoing joint venture with Bradesco Saúde and Beneficência Portuguesa," says a report by Itaú BBA, signed by Vinicius Figueiredo, Lucca Generali Marquezini, and Felipe Amancio.
Meanwhile, Oncoclínicas will transfer its assets and operations related to oncology clinics to NewCo, in addition to R$ 2.5 billion in debt and liabilities. And it is this issue, regarding the company's financial situation, affected by the Banco Master crisis, that could cause uncertainty in the operation.
"We still don't know how much of Oncoclínicas' EBITDA will be transferred to NewCo and whether this could be partially impacted by the possible loss of current accreditation contracts," say the Itaú BBA experts.
In this sense, one of the main challenges for the consolidation of the new company lies precisely in the current situation of the company, which previously had Daniel Vorcaro's bank as a shareholder. For analysts, there are uncertainties that hinder a clearer view of the transaction.
"The potential migration of oncology clinics to a new company may require new accreditation agreements with health insurance providers and jeopardize the exclusivity agreements currently held by Oncoclínicas," the document adds.
According to Itaú analysts, the progress of negotiations will be a crucial factor in closing the deal and needs to be monitored by the market. The completion of the due diligence , which is still underway, remains an important milestone in making the deal viable.
The risk to the implementation of the non-binding term sheet , according to analysts, lies in the requirement for these potential new contracts and the need for new partnerships with health insurance providers.
With the transaction confirmed, NewCo would issue debentures convertible into common shares, which would be subscribed by the holding company and its owners, Porto Seguro and Fleury.
Oncoclínicas would also have the right to subscribe to convertible debentures up to a limit of 30% of the total amount. However, the conversion schedule has not yet been defined.
According to the established schedule, the debentures would have an aggregate amount of R$ 500 million, a maturity of 48 months, and a return of 110% of the CDI rate.
Oncoclínicas has granted Fleury and Porto Seguro a 30-day exclusivity period, starting March 13, to negotiate definitive agreements that will establish the final terms of the transaction.
On Monday, the 23rd, during trading on the B3 stock exchange, the shares of the three companies were rising. Around 3:10 PM, Fleury group shares were up 3.35%. At the same time, Oncoclínicas was up 53.85%, and Porto was up 3.6%.
Over the past 12 months, Oncoclínicas' stock has depreciated by 60%. During the same period, Fleury's shares rose 33%, and Porto's grew 18.7%.
Porto Seguro is currently valued at R$ 31.8 billion; Fleury, R$ 8.4 billion; and Oncoclínicas, R$ 2.4 billion.
