Smiles upsets shareholders with R$1.2bn advance to Gol
Customer-loyalty company Smiles has signed an agreement with airline Gol to advance R$1.2 billion to be used over three years to purchase airline tickets issued by GLA, company controlled by Gol. Smiles estimates a gain of R$85 million in three years with the agreement. The deal, however, is questioned by Smiles minority shareholders, who consider it illegal. Specialists in corporate governance say the deal's risk/reward ratio is not favorable for Smiles.
The agreement, the 15th closed by Smiles since it went public in 2013, was unanimously approved by the company's board of directors and its independent committee. Smiles will pay in a single installment. In return, Gol will offer Smiles an average discount of 11% on the prices of tickets acquired for the rest of this year. Gol will also guarantee by June 30, 2023, the sale of a percentage of tickets with promotional fares to Smiles. The balance of the advance not used to purchase tickets will be remunerated at a rate equivalent to 115% of the interbank deposit rate (CDI) - around 3.5% per year, according to Gol.
The companies will also develop products to strengthen Smiles's revenue generation.
The agreed amount is equivalent to Smiles's cash balance at the end of March. It adds up to a credit of R$1.2 billion the company already had for future purchase of Gol tickets.
"It is all Smiles's cash, which will be transferred to Gol in an advance purchase of tickets. Gol holds 52% in Smiles and uses this control for its own benefit," says Márcio Louzada Carpena, with law firm Carpena Advogados. The lawyer represents investment funds Samba Theta, CSHG Suprassumo, and Centauro I.
These minority shareholders, holders of 4% of Smiles's common shares, notified Gol and Smiles, requesting a general meeting to discuss "irregularities and illegalities" in the advance purchase of airline tickets. The company must hold the meeting in eight days. If this does not happen, the minority shareholders may take the case to court. The shareholders also mull asking for an injunction to prevent the agreement announced Monday from materializing.
The minority shareholders allege that by making two advance payments for the purchase of tickets in March, totaling R$425 million, Smiles violated the company's bylaws, which says these transactions must be approved by the board of directors and an independent committee. The shareholders also say the rate is much lower than what Gol would get if it asked for credit in the...
Para continuar a ler
PEÇA SUA AVALIAÇÃO