CVM Board orders Oncoclínicas bylaw-mandated tender offer

The Board of Commissioners of the Brazilian Securities and Exchange Commission (“CVM”), at a meeting held on August 25, 2026, unanimously decided, in CVM Administrative Proceeding No. 19957.003474/2025-07 (“Proceeding”), to uphold the appeals filed by Latache Gestão de Recursos Ltda. (“Latache”) and by an individual shareholder, reversing the position of the CVM’s Registration Superintendence (“SRE”) and ordering Josephina III Fundo de Investimento em Participações (“Josephina III”), an investment vehicle of the U.S. asset manager Centaurus Capital LP (“Centaurus”), to launch a tender offer for the acquisition of shares (“Tender Offer”) issued by Oncoclínicas do Brasil Serviços Médicos S.A. (“Oncoclínicas” or “Company”). ¹

The obligation arises from the shareholder dispersion protection clause (poison pill) set forth in Article 39 of the Company’s bylaws (“Bylaws”)² , which requires any person who becomes the holder of shares or rights over shares representing 15% or more of the capital stock to launch a Tender Offer.

The decision was rendered by Chairman Otto Lobo and Commissioners Igor Muniz and João Accioly, with Commissioner Marina Copola having declared herself recused.

Although the Board recognized that the Tender Offer was required, the effects of the decision were subsequently suspended, on a provisional basis, by a preliminary injunction granted by the Federal Court on October 23, 2026, as detailed below. ³

The main aspects of the decision are summarized below.

1.Background of the Case

Centaurus had been an indirect investor in Oncoclínicas since 2017, as a co-investor in a structure organized as an exempted limited partnership in the Cayman Islands, whose general partner was a Goldman Sachs group entity.⁴ At the time of the Company’s initial public offering, in August 2021, the Reference Form attributed ownership of the stake entirely to the general partner, without identifying Centaurus. ⁵

On November 4, 2024, a reorganization of the investment vehicles was implemented (“Reorganization”), as a result of which Josephina III came to directly hold 104,583,970 shares, representing approximately 16.05% of Oncoclínicas’ capital stock, as an investment vehicle exclusively linked to Centaurus⁶. According to press reports, the Reorganization was related to Goldman Sachs’ need to divest under U.S. banking regulations (Volcker Rule). ⁷

Latache, holder of approximately 14.5% of the Company’s capital stock, argued that the Reorganization triggered the poison pill. Centaurus, in turn, argued that it had held a relevant position since before the initial public offering, such that the exemptions set forth in the Bylaws would apply.

2.The Bylaw Provision

Article 39, caput, of the Bylaws provides that any person who acquires or otherwise becomes the holder of shares or rights over shares issued by the Company in an amount equal to or greater than 15% of the total shares must launch a Tender Offer for all shares within 60 days from the date of the acquisition or of the event that resulted in such stake.

Paragraph 1 of the same provision establishes that the acquisition price per share in the Tender Offer may not be lower than the highest amount determined under the criteria set forth therein, including the fair value of the shares, determined by means of an independent appraisal report, and 120% of the highest unit trading price recorded in the 12 months preceding the launch of the offer.

The Bylaws also provide for exemptions from the Tender Offer, two of which were central to the debate: (i) Paragraph 7, item II: corporate reorganization carried out within the same economic group ; and (ii) Paragraph 8: shareholders who, on the date of publication of the launch announcement of the Company’s initial public offering, already held a stake equal to or greater than 15% of the capital stock⁹.

3. The Technical Area’s Position

In Technical Opinion No. 20/2026-CVM/SRE/GER-1, dated June 30, 2026, the SRE concluded that the Tender Offer was not required, on the understanding that the Reorganization fell within the exemption of Paragraph 8 of Article 39, considering Centaurus’ “qualified economic exposure” to the Company prior to the initial public offering, as evidenced by confidential contractual instruments. The SRE, however, rejected the application of the exemption under Paragraph 7, item II, on the grounds that the co-investment contractual relationship does not constitute an economic group.¹⁰

4. The Board’s Decision

4.1.CVM’s Authority

The Board recognized its authority to assess whether a Tender Offer based solely on a bylaw provision is required, even though such offer is not mandatory by law and the Bylaws contain an arbitration clause. ¹¹

The votes relied on Articles 8, items I, III and V, 19 and 21 of Law No. 6,385 of December 7, 1976 (“Law 6,385”), on Articles 4 and 5 of CVM Resolution No. 215 of October 29, 2024 (“CVM Resolution 215”), which subjects every tender offer, whether mandatory or voluntary, to the general regime of the rule, and on the CVM’s precedents, notably the Mittal case (CVM Proceeding RJ2006/6209)¹².

4.2.Ownership vs. Economic Exposure (Paragraph 8 of the Bylaws Not Applicable)

The Board held that Centaurus’ position prior to the initial public offering amounted to mere indirect economic exposure, rather than ownership of shares or rights over shares, since voting and disposal rights remained with the general partner. Accordingly, the exemption under Paragraph 8 would not apply. The Board further stressed that bylaw exemptions must be construed restrictively and in accordance with the objective meaning that a diligent investor, relying on public information, would ascribe to the clause, pursuant to Articles 112 and 113 of the Brazilian Civil Code, and that private agreements entered into abroad and not disclosed cannot be enforced against the Company or the market.

4.3.No Economic Group (Paragraph 7, Item II of the Bylaws Not Applicable)

The Board agreed with the SRE that the exemption under Paragraph 7, item II, did not apply, concluding that the term “economic group” presupposes common control or a parent-subsidiary relationship, which did not exist between Centaurus and Goldman Sachs, as they were distinct economic agents brought together in a co-investment.

4.4.Triggering Event and Survival of the Obligation

A data de 4 de novembro de 2024, correspondente à Reorganização, foi fixada como fato gerador da obrigação.

November 4, 2024, the date of the Reorganization, was established as the triggering event of the obligation. The Board also held that the subsequent reduction of the stake to below 15% does not extinguish the obligation already incurred.

4.5.Orders

As a result of the decision, the Board ordered that:

i. the Tender Offer be launched within 60 days from the decision, in compliance with CVM Resolution 215, subject to a daily coercive fine under Article 11, Paragraph 11, of Law 6,385;

ii. the price be calculated in accordance with Article 39, Paragraph 1, of the Bylaws, based on the date of the triggering event, and adjusted by the SELIC rate until the settlement of the Tender Offer; and

iii. shareholders qualified up to the day before the auction be deemed beneficiaries, pursuant to Article 25, Paragraph 1, of CVM Resolution 215.

The assessment of Goldman Sachs’ potential joint and several liability was reserved for future deliberation, without prejudice to the enforceability of the Tender Offer, as were potential disclosure issues related to the Company’s initial public offering, to be investigated in separate proceedings.

5. Subsequent Developments

On August 21, 2026, prior to the CVM Board’s decision, Josephina III commenced arbitration proceedings before B3’s Market Arbitration Chamber (“CAM”), registered under No. 332/26, against shareholder funds managed by Latache, seeking a declaration that the bylaw-mandated Tender Offer is not required. Josephina III further argued that the CAM would have exclusive jurisdiction to resolve the corporate dispute, based on the arbitration clause in the Company’s Bylaws.¹³

On October 13, 2026, Josephina III filed a lawsuit before the 21st Federal Civil Court of São Paulo seeking the annulment of the Board’s decision, arguing that (i) the CVM lacked authority to order the Tender Offer, a matter that would fall to the arbitral tribunal; (ii) Centaurus, identified as the acquirer, had not been formally summoned in the administrative proceeding; and (iii) the price parameters and the offer’s beneficiaries were defined without a specific opportunity to be heard. In the lawsuit, the fund argued that, according to market estimates, the value of the offer could exceed R$ 14 billion.¹⁴

On October 23, 2026, the day before the end of the 60-day period set by the CVM, the 21st Federal Civil Court of São Paulo granted a preliminary injunction requested by Josephina III, suspending the effects of the Board’s decision and ordering the CVM to refrain from requiring the Tender Offer or imposing coercive fines while the injunction remains in force, having recognized, on a summary review, the existence of a relevant controversy regarding the CVM’s authority and compliance with due process and the right of defense in the administrative proceeding, as well as the divergences among the Commissioners’ votes regarding the parties responsible for the offer, the beneficiary shareholders and the price adjustment criterion.¹⁵

The injunction neither annuls the CVM’s decision nor rules on the merits of the obligation. It applies exclusively to Josephina III, provisionally exempting it from engaging an intermediary institution, submitting the Tender Offer registration documents and providing guarantees, and does not prevent the Company’s shareholders’ meetings from being held. The court also ordered that Centaurus be served and that the CVM be summoned to respond.

Latache and the Brazilian Association of Investment, Credit and Consumer Finance (“ABRAICC”) argue that the court lacks jurisdiction, given a public civil action previously filed by ABRAICC on the same dispute, pending before the Federal Court of Brasília, a request that has yet to be decided.¹⁶

In parallel, at the request of funds managed by Latache, the Board of Directors of Oncoclínicas called an Extraordinary Shareholders’ Meeting for November 3, 2026, to resolve on the suspension of Josephina III’s voting rights due to its failure to comply with the obligation to launch the Tender Offer, based on the Bylaws and on Article 120 of Law No. 6,404 of December 15, 1976, which authorizes the shareholders’ meeting to suspend the exercise of the rights of a shareholder who fails to comply with an obligation imposed by law or by the bylaws.¹⁷

The Board of Directors stated that it has not expressed any view on the merits of the matter, and the shareholder concerned will not be entitled to vote on this resolution.¹⁸

6. Relevance of the Decision

The decision is an important precedent on the interpretation of poison pill clauses, as it reinforces (i) the CVM’s authority to assess whether bylaw-mandated tender offers are required; (ii) the distinction between share ownership and mere indirect economic exposure; and (iii) the restrictive interpretation of exemptions, in light of the information publicly disclosed to the market. Publicly held companies and investors are advised to revisit the shareholder dispersion protection clauses in their bylaws and their indirect investment structures, including with respect to the proper disclosure of relevant stakes.

The Capital Markets team at SouzaOkawa Advogados remains available to assist in assessing the impacts of the decision and in monitoring the developments of the case.

¹CVM. Board Decision of August 25, 2026. CVM Administrative Proceeding No. 19957.003474/2025-07. Available at: https://conteudo.cvm.gov.br/decisoes/2026/20260825_R1/20260825_D3540.html. Accessed on: Oct. 28, 2026.

²“Article 39 – Any Acquirer (as defined below) who acquires, subscribes for or otherwise becomes the holder of shares or rights over shares issued by the Company in an amount equal to or greater than 15% (fifteen percent) of the total shares issued by the Company (“Relevant Shareholding Interest”) shall, within a maximum period of 60 (sixty) days from the date of acquisition or of the event that resulted in such Relevant Shareholding Interest, launch a tender offer for all of the shares issued by the Company, in compliance with the applicable CVM regulations, notably CVM Instruction No. 361 of March 5, 2002, as amended (“CVM Instruction 361”), the B3 regulations and the terms of this Article, provided that, in the case of a tender offer subject to registration, the 60 (sixty)-day period referred to above shall be deemed complied with if such registration is requested within such period.” (free translation).

³Oncoclínicas. Notice to the Market. São Paulo, Oct. 27, 2026. Available at: Document published by the CVM. Accessed on: Oct. 28, 2026.

⁴CVM. Board Decision of August 25, 2026. CVM Administrative Proceeding No. 19957.003474/2025-07. Available at: https://conteudo.cvm.gov.br/decisoes/2026/20260825_R1/20260825_D3540.html. Accessed on: Oct. 28, 2026.

⁵Oncoclínicas. Reference Form – 2021. Items 15.1/15.2 — Shareholding Position. In: Final Prospectus of the Initial Public Offering of Common Shares. 2021. Available at: https://ofertaspublicas.xpi.com.br/wp-content/uploads/sites/10/2023/04/ONCO_Prospecto_Definitivo_2021.08.09.pdf. Accessed on: Oct. 28, 2026.

⁶CVM. Appeal against the SRE’s position on the non-applicability of the bylaw-mandated tender offer at Oncoclínicas do Brasil Serviços Médicos S.A. CVM Administrative Proceeding No. 19957.003474/2025-07. Board Decision of August 25, 2026. Available at: https://conteudo.cvm.gov.br/decisoes/2026/20260825_R1/20260825_D3540.html. Accessed on: Oct. 28, 2026.

⁷DIÁRIO DO COMÉRCIO. CVM aprova OPA da Oncoclínicas [CVM approves Oncoclínicas tender offer]. Content distributed by Folhapress, Aug. 2026. Available at: https://diariodocomercio.com.br/negocios/cvm-aprova-opa-oncoclinicas/. Accessed on: Oct. 28, 2026.

⁸Article 39, Paragraph 7, item II, of the Bylaws: “corporate reorganization within the economic group, including, without limitation, the assignment and/or transfer of shares issued by the Company between parent and subsidiary companies or companies under common control” (free translation).

⁹Article 39, Paragraph 8, of the Bylaws: “The provisions of this Article shall not apply to those shareholders who, on the date of publication of the launch announcement of the initial public offering of the Company’s shares, hold a Relevant Shareholding Interest.” (free translation).

¹⁰CVM. Technical Opinion No. 20/2026-CVM/SRE/GER-1, dated June 30, 2026. CVM Administrative Proceeding No. 19957.003474/2025-07. Referenced in the Board Decision of August 25, 2026. Available at: https://conteudo.cvm.gov.br/decisoes/2026/20260825_R1/20260825_D3540.html. Accessed on: Oct. 28, 2026.

¹¹CVM. Statement of vote of Chairman Marcelo Fernandez Trindade. CVM Administrative Proceeding RJ2006/6209, Sept. 25, 2006. Available at: https://conteudo.cvm.gov.br/export/sites/cvm/decisoes/anexos/0003/5256-1.pdf. Accessed on: Oct. 28, 2026.

¹²CVM. Appeal against SEP decision — Mittal Steel Company N.V. CVM Administrative Proceeding RJ2006/6209. Board Decision of September 25, 2006. Available at: https://conteudo.cvm.gov.br/decisoes/2006/20060925_R1/20060925_D01.html. Accessed on: Oct. 28, 2026.

¹³Oncoclínicas. Notice to the Market – Commencement of Arbitration Proceedings – Tender Offer. Sept. 11, 2026. Document disclosed through the CVM’s Empresas.NET System. Accessed on: Oct. 28, 2026.

¹⁴BARBOSA, Mariana. Centaurus diz que decisão da CVM sobre OPA da Oncoclínicas é inexequível [Centaurus says CVM decision on Oncoclínicas tender offer is unenforceable]. UOL, Oct. 22, 2026. Available at: https://economia.uol.com.br/colunas/mariana-barbosa/2026/10/22/centaurus-diz-que-decisao-da-cvm-sobre-opa-da-oncoclinicas-e-inexequivel.htm. Accessed on: Oct. 28, 2026.

¹⁵AGÊNCIA O GLOBO. Caso Oncoclínicas: fundo obtém liminar para não realizar OPA [Oncoclínicas case: fund obtains injunction exempting it from the tender offer]. InfoMoney, Oct. 24, 2026. Available at: https://www.infomoney.com.br/mercados/caso-oncoclinicas-fundo-obtem-liminar-para-nao-realizar-opa/. Accessed on: Oct. 28, 2026.

¹⁶DIÁRIO DO POVO. Justiça suspende exigência de OPA para a Oncoclínicas [Court suspends tender offer requirement for Oncoclínicas]. Oct. 24, 2026. Available at: https://diario.dopovo.com.br/2026/10/24/justica-suspende-exigencia-de-opa-para-a-oncoclinicas/. Accessed on: Oct. 28, 2026.

¹⁷Oncoclínicas. Management Proposal for the Extraordinary Shareholders’ Meeting of November 3, 2026. Sept. 30, 2026. Document filed with the Brazilian Securities and Exchange Commission.

¹⁸Oncoclínicas. Material Fact: call of an Extraordinary Shareholders’ Meeting to resolve on the suspension of shareholder rights. São Paulo, Sept. 24, 2026. Available at: https://www.rad.cvm.gov.br/ENETCONSULTA/frmDownloadDocumento.aspx?CodigoInstituicao=1&Tela=99&descTipo=IPE&numProtocolo=1571045&numSequencia=1095751&numVersao=1. Accessed on: Oct. 28, 2026.