Two Goldman Sachs employees, Felipe Guerra Acosta and Natan Lima Reinig, have been formally indicted by São Paulo civil police for their alleged role in a fraud scheme involving Oncoclinicas do Brasil Serviços Médicos, one of Brazil’s largest cancer-treatment companies. They are accused of disguising the company’s true ownership structure through investment vehicles known as Josephina I, II, and III to avoid triggering a mandatory tender offer estimated at approximately R$6 billion, or roughly $1.1 billion. At the heart of the case is a poison pill provision setting a 15% economic interest threshold, beyond which a mandatory public tender offer should have been launched to protect minority shareholders. U.S. fund manager Centaurus is also allegedly involved in the ownership structure. If courts determine the 15% threshold was breached, a mandatory tender offer could still be ordered, potentially transforming the situation for investors who bought shares during the company’s 2021 IPO.
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