Brazil’s CVM reverses ruling, says Ambipar's controller not required to launch tender offer

247 — Brazil’s Securities and Exchange Commission (CVM) has reversed an earlier ruling that would have required Ambipar's controller. to launch a mandatory tender offer to minority shareholders.

In a decision reached during its 27th board meeting on July 29, 2025, the commission concluded that there was no irregularity in the recent appreciation of Ambipar’s shares and that no coordinated action had occurred between the company’s controlling shareholder and affiliated investors.

The reversal overturns a prior determination by CVM’s Securities Registration Superintendence (SRE), which had argued that asset manager Trustee, businessman Nelson Tanure, and Banco Master had acted in concert with Ambipar’s controller, Tércio Borlenghi Júnior, to increase their stake in the company — thereby triggering a mandatory public offer under Brazilian securities law.

In its official bulletin, CVM noted the tie-breaking vote cast by interim chair Otto Lobo, along with a supporting vote from board member João Accioly. The ruling accepted appeals filed by the parties involved and concluded that the case did not meet the criteria established under Article 30 of CVM Resolution No. 85/2022. Dissenting votes were recorded from former chair João Pedro Nascimento, who resigned on July 21, and director Marina Copola, both of whom had supported requiring the tender offer.

Ruling ends months-long uncertainty in the market

The decision brings to a close a period of legal and market uncertainty that began in March, when the SRE first ordered Ambipar to carry out a tender offer on the basis that its shareholder group had exceeded the one-third threshold of freely traded shares.

At the time, Ambipar said it was “fully compliant with applicable laws and regulatory requirements,” and that it would seek clarification from CVM regarding the order.

With the regulator’s final ruling now in place, analysts expect the decision to restore market predictability and reduce legal risk for publicly traded companies in similar situations.