Banif was unable to sell the bank in Brazil, after an agreement with lawyer Siqueira Castro failed to advance, and is in negotiations with a Brazilian credit institution, interested in the tax credits it has.
In the report of the Liquidating Commission of Banif, in Liquidation, referring to the 2020 financial year, the entity revealed the Difficulties in the sale of the Brazilian bankthat did not materialize after the lawyer appointed a third investor for the business.
The Committee pointed out that “after several failed attempts to sell Banco Banif Brasil, a contractual program was negotiated and outlined with a view to the sale of the bank, through the execution of a Purchase and Sale Option Agreement for the entirety of the bank. capital Banco Banif Brasil, SA — in Ordinary Liquidation with Dr. Siqueira Castro, main partner of one of the largest law firms in São Paulo”.
This option contract “was signed on January 28, 2019, simultaneously with several contracts for the assignment to the aforementioned Siqueira Castro of subordinated loans on Banif Brasil that belonged to companies of the Oitante group”, while previously, “in order to reduce the structure costs of Banif Brazil, was requested and approved by BACEN [Banco Central do Brasil]on April 30, 2018, the beginning of an ordinary liquidation process for the bank, with Mr. Dr. Luiz Santinho, who continues to carry out this thorny mission”.
The Commission recognized that “initially, the bank takeover outlook by Dr. Siqueira Castro brought some benefits to Banco Banif Brasil, mainly through a loan made by its holding company Azevinho, which made it possible to make the necessary payments to consolidate the institution’s adherence to a Tax Regularization Plan and resolve some significant contingencies ”.
However, “the most negative fact that marked the end of 2020 and the beginning of 2021 was the frustration of the legitimate expectations that the Liquidation Commission had that Banco Banif Brasil, in Ordinary Liquidation, would finally be sold through the exercise of the option shopping”. granted to Carlos Fernando Siqueira Castro, until the end of the exercise period, which ended on January 28, 2021”.
The document further explains that “on December 3, 2020, Dr. Siqueira Castro effectively exercised his Purchase Option on Banco Banif Brasil, by appointing a third investor, Mr. Roberto Leme Chica, a Brazilian businessman from Ribeirão Preto ”, and “Banif, in Liquidation, accepted the appointment of this entity, under the express condition that it had the capacity and financial suitability to obtain the approval of BACEN for the sale of its subsidiary Banif Brasil”.
The institution stressed that “the aforementioned investor had carried out a ‘Due Diligence’ to Banif Brasil and had previously accepted, before the aforementioned Dr. Siqueira Castro, in the contract entered into with him, the conditions established for the purchase agreement and defined in the annex to the Option Contract” and the operation will only be subject to the approval of BACEN.
However, despite the negotiations that followed, “the aforementioned Roberto Chica invoked grounds totally devoid of legal and factual basis and stated that he had lost interest in acquiring the bank, allegedly because he had become aware of the increase in financial and legal contingencies. ”.
Thus, “after a period of almost two years that corresponded to the period granted for the exercise of the option by Siqueira Castro, the Liquidating Commission of Banif, in Liquidation, considered that the exercise of the purchase option could not be considered effective, indeed and in good faith, by Dr. Siqueira Castro” and that “the latter could have a situation of ‘fault in the election’ by appointing a third party who, after all, had no conditions or real intention of buying the institution”.
“Thus a dispute was opened with Dr. Siqueira Castro, which is still open at the time of writing this report, while our lawyers in Brazil, Pinheiro Neto, carry out negotiations to obtain reasonable compensation for the costs incurred by Banif Brasil. and for this arrangement to the exercise period of the option (two years) without reaching the desired final result”, said the institution.
Even so, “after a contact with BACEN, at the end of October 2021, in order to find out about the necessary conditions for the presentation of the request for revocation of the authorization”, it was indicated “the potential interest of a Brazilian credit” in “tax credits recorded in the balance sheet and that constitute the only relevant asset of Banco Banif Brasil”.
After “the negotiations began, which were developed with remarkable speed, on November 12, 2021, a purchase agreement was signed by Banco Banif Brasil with that credit institution, whose closure was the subject of an in-depth ‘Due Diligence’ which is currently in the process of an ongoing investigation to date, in addition, of course, to the regulatory authorizations and others necessary for the consummation of the business”, he highlighted.
However, he warned, “the result of ongoing business remains uncertain”, taking into account that “new contingencies have arisen” that were not known to the Commission “and particularly affect companies controlled by Banco Banif Brasil, but to which he is responsible.”
Banif, the Madeiran bank founded by Horácio Roque, was the subject of a resolution measure on December 20, 2015, with the Banking Resolution Fund lending 489 million euros to absorb losses and also guarantees for the issuance of bonds by Oitante (company created at that time).
Source: Observadora
