Which company from Canoas is negotiating the acquisition of a fintech firm and has seen its stock rise by 1,400%?

Far from the Ibovespa index and outside the radar of analysts' scrutiny, Recrusul's shares emerged as the biggest gainer on the Brazilian stock exchange . In 12 months, the preferred shares RCLS4 have accumulated a gain of 1,400% and are among the biggest gainers at the start of this year, with a 28% increase in the period.

Between December of last year and January of this year, the trading volume of the stock grew approximately tenfold, from about R$5 million per day to approximately R$53 million per trading session.

The strong appreciation of the shares of the road implements and refrigeration equipment company boosted its market value to nearly R$ 250 million, although this was not accompanied by an improvement in fundamentals. According to its quarterly financial statements, the company is experiencing a series of recurring losses and declining revenue.

In the third quarter of 2025 – the period of the last available financial statement – revenue from the sale of goods and/or services totaled approximately R$ 300,000, less than 10% of that recorded in the same period of the previous year. During the same period, operating expenses reached approximately R$ 3 million, while its net worth was negative R$ 27.1 million.

The period of strong appreciation in Recrusul's shares also stirred behind-the-scenes activity at the company with negotiations for the acquisition of a fintech, even with revenue in free fall and negative net worth. The target company was PG Bank, founded in 2024 and headquartered in Canoas (RS), a city in Rio Grande do Sul where Recrusul is also located.

The negotiations became public in May of last year, when Recrusul SA announced, in a material fact statement, the signing of a memorandum of understanding (MOU) to evaluate a possible minority investment of up to one-third in PG Bank. PG Bank has 12,000 account holders and a loan portfolio of R$ 3 million, according to Recrusul.

In the statement, PG Bank was described by Recrusul as a company born "from a spin-off of a company in the accounting/tax/fiscal area with more than three decades of experience from its controlling partners." According to NeoFeed 's investigation, this is ContMax Contabilidade, from Canoas, the same city where Recrusul is headquartered.

Although it defines itself as a bank, PG Bank is not an institution regulated by the Central Bank, operating through the payment institution Inovati. At the time, Recrusul stated that PG Bank was structuring itself to become a duly regulated payment institution – a process that has not yet been completed.

Although it was created in 2024, PG Bank Ltda. underwent a corporate change after signing the MOU with Recrusul SA. In July, Fernando Vieira Guedes and MGJ Capital became partners in the fintech. MGJ Capital was formed after the memorandum and is linked to partners of ContMax Contabilidade.

The MOU initially stipulated a 90-day deadline, which was extended by another 120 days in August, under the justification that more time would be needed to carry out due diligence analyses.

Last December, Recrusul SA announced that it had signed a new 60-day MOU, this time for the acquisition of PG Bank in its entirety — and not just up to a third of the fintech, as had been initially suggested.

While evaluating new business opportunities, Recrusul SA states that it is in the process of relocating its factory, transferring its industrial plant from Sapucaia do Sul to Porto Alegre.

According to the company, the change is justified by the reorganization of its operational structure and the implementation of a new industrial layout, a process that involves the movement of heavy equipment and which, as communicated to the market, may negatively impact production volume in the short term.

Other changes

In addition to the change in its manufacturing operations, Recrusul's period of strong appreciation was also marked by the activity of its board of directors, which carried out approximately R$ 10 million in operations buying and selling shares of the company itself throughout last year.

Recrusul's board consists of only three members, two of whom act as controlling shareholders of the company: Bernardo Flores, the company's vice president and chairman, and Ricardo Mottin Junior, who also holds the position of CEO.

Flores holds approximately 45% of the common shares and 9% of the preferred shares through his holding company Portocapital Investimentos, while Mottin Junior owns approximately 40% of the voting shares and about 6% of the preferred shares.

Of the total amount transacted, approximately R$ 4.7 million refers to sales of Recrusul SA's common shares, which, unlike the preferred shares, have accumulated a 63.4% drop since the beginning of 2025. Another R$ 3.3 million was transacted in purchases of preferred shares, at an average price close to R$ 1. This month, these same shares were traded at R$ 11 on the stock exchange.

The chairman of Recrusul's board, Bernardo Flores, has already been convicted by the Securities and Exchange Commission in administrative sanctioning proceedings. In 2020, he was fined R$ 300,000 for conflict of interest and accounting irregularities, after taking out loans with companies linked to himself and failing to adequately disclose these transactions in the company's financial statements.

In 2023, he was again held accountable by the regulatory body, this time with a fine of R$ 200,000, for failing to disclose a relevant fact related to a capital increase carried out in 2016, an operation from which he also allegedly benefited as a significant shareholder.

Contacted for comment, Recrusul, PG Bank, and ContMax did not respond to requests for interviews by the time of publication.