SÃO PAULO -- (Business Wire)
GAFISA S.A. (Bovespa: GFSA3; NYSE: GFA) (“Gafisa”,
including all its affiliates or “Company”)
hereby discloses to its shareholders and the market that its Board of
Directors has authorized the Company’s management to initiate studies
for a potential separation (“Separation”) of the Gafisa and Tenda
business units (“Companies”) into two independent publicly traded
companies.
The Separation would be the next step in a comprehensive plan initiated
by management to enhance value creation for the Company and its
shareholders. The Companies have distinct strategic, operational and
optimal financing profiles. Gafisa is a well-established operation,
focused on the medium to high income classes, with a proven business
model and a leadership position in its target markets (São Paulo and Rio
de Janeiro). Tenda recently reinitiated launches under a new business
model and is one of the few companies operating within the Level 2
segment of the Federal Government sponsored “Minha Casa Minha Vida”
program, a segment with high growth potential. Additionally, the current
synergies between the companies are minimal.
The main objectives of the Separation would be to:
i) Allow shareholders to allocate resources between the two Companies
based on their own interests and investment strategies;
ii) Enable each of the Companies to respond faster to opportunities in
their respective target markets;
iii) Establish sustainable capital structures for each of the Companies
based on each unique risk profile, and allocate resources according to
their strategic priorities;
iv) Provide more visibility to the market regarding the individual
performance of each of the Companies, enabling better evaluation of
inherent value;
v) Increase their ability to attract and retain talent by developing
their respective appropriate culture and compensation plans which should
be consistent with their different stages and lines of business and
better aligned with the results of each business.
As an initial step to facilitate and accelerate the development of more
appropriate operating structures for each of Gafisa and Tenda, the
Company’s Board of Directors approved the division of their
administrative structures, creating two operationally independent
companies. The initial phase of this transition process will be led by
Gafisa´s current Chief Executive Officer, Alceu Duilio Calciolari. It
should last approximately 90 days after which period Duilio has decided
to leave the presidency. Duilio joined the Company in 2000 as Chief
Financial Officer. He became CEO in 2011 and has spearheaded and
concluded the Company’s turnaround strategy, which resulted in its
strategic repositioning, the rebalancing of its capital structure
through the successful sale of 70% of Alphaville and the redefinition of
Gafisa’s operating and corporate model.
Duilio said: “I believe the new corporate structure will enable each
business unit to reach its full potential and generate additional
shareholder value. Having completed the turnaround process, I feel this
is the appropriate juncture to complete a successful leadership cycle in
Gafisa. We have one of the best teams in the market to further develop
both Gafisa and Tenda in a profitable and sustainable manner.”
Sandro Gamba, the current head of the Gafisa business unit, will become
Gafisa’s CEO and Rodrigo Osmo, the current head of the Tenda business
unit, will become Tenda’s CEO. Sandro joined Gafisa as an intern in 1995
and worked in the Operations department, as New Business Director and as
Regional SP Business Director, before assuming his current role. Rodrigo
joined Gafisa in 2006 and acted as Business Development Director, head
of the Alphaville business unit and Chief Financial Officer, before
assuming his current role of head of the Tenda business unit. André
Bergstein will remain as Gafisa’s Chief Financial Officer.
The Board of Directors intends to evaluate the Separation studies in the
following months, analyzing possible alternatives for structuring and
execution that take into consideration a number of factors, including
legal and fiscal, that are in the best interest of shareholders. If
approved by the Board of Directors, the Separation plan will be
submitted to a vote by shareholders at a Shareholders Meeting. If the
plan is approved, the Separation process should be concluded within 2015
resulting in the request for conversion of Tenda registration at
Comissão de Valores Mobiliarios (CVM) to Category A (i.e., authorized to
negotiate its shares in the market) and listing in the Novo Mercado at
BMF&Bovespa.
Gafisa has engaged Rothschild as its financial advisor in the process.
The Company will keep its shareholders and the Market informed about the
process and any developments pertaining to the Separation.
About Gafisa
Gafisa is one of Brazil´s leading diversified national homebuilders
serving all demographic segments of the Brazilian market. Established
over 59 years ago, the Company has completed and sold more than 1,000
developments and built more than 12 million square meters of housing
only under Gafisa’s brand, more than any other residential development
company in Brazil. Recognized as one of the foremost professionally
managed homebuilders, "Gafisa" is also one of the most respected and
best-known brands in the real estate market, recognized among potential
homebuyers, borrowers, lenders, landowners, competitors, and investors
for its quality, consistency, and professionalism. Our pre-eminent
brands include Tenda, serving the affordable/entry level housing
segment, and Gafisa and Alphaville, which offer a variety of residential
options to the mid to higher-income segments. Gafisa S.A. is traded on
the Novo Mercado of the BM&FBOVESPA (BOVESPA:GFSA3) and on the New York
Stock Exchange (NYSE:GFA).
Contacts:
MBS Brazil
Denise Carvalho
Phone: +55 11
5051- 5849
Or
Fabiane Goldstein
Fabiane.gold@mbsvalue.com
Source: GAFISA S.A.
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