Brazil’s Antitrust Watchdog Fines Naspers Over Delivery Hero Stake Purchase

Naspers/Prosus, the investment holding that owns Movile and iFood, acquired a majority stake in the German delivery company in 2017

Naspers is the majority shareholder of Delivery Hero, with 26.17% of the total shares in circulation.
September 21, 2022 | 06:45 PM

Bloomberg Línea — Brazil’s antitrust watchdog Cade has fined Cape Town-based Naspers 718 thousand reais ($138,000) over its purchase of a 7.8% stake in Delivery Hero in 2017, ruling that Naspers failed to notify the watchdog about the acquisition.

In a press statement, Naspers said it did not submit the investment for antitrust approval to Cade because “it did not believe that the anti-trust laws required this transaction to be notified.”

A source familiar with the situation said it is common in minority acquisition operations that companies fail to assess the need to notify of the deal. “I’d say they probably didn’t even realize it,” the source said.

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According to the same source, not reporting an operation they knew should have been reported would not make much sense, as the notification cost is very low for a company like Naspers, that in 2017 had revenues of $10 billion.

The case relates to a Delivery Hero shareholder called Rocket Internet Capital Partners, that has operations in Brazil. Naspers currently is the biggest shareholder at Delivery Hero, owning 26.17% of the shares in circulation.

Rocket Internet Capital Partners, a German investment group that financed online retailers such as Brazilian e-commerce company Dafiti, is active in Brazil since 2016 as a holding for non-financial institutions.

In 2017, Naspers bought a 50% stake in Rocket Internet for 660 million euros, as reported at the time by Reuters.

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Two people familiar with the matter told Bloomberg Línea they doubted that Naspers was aware that Cade should have been notified of the transaction.

Nodes and investing connections

Naspers is also the owner of Amsterdam-based Prosus Group and recently acquired JustEat’s stake in Movile and now controls the holding in Brazil. It paid $1.8 billion for the 33% remaining shares in the Brazilian delivery company, valuing the iFood business at $5.4 billion.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ).

Brazil’s iFood says it will not comment on the matter because the decision by Cade does not relate to the company’s operations.

In 2018, iFood acquired the Brazilian subsidiary of Delivery Hero, Pedidos Já. iFood reportedly says the Cade process is unrelated with this acquisition and only has to do with Naspers and Delivery Hero.

In Latin America, Delivery Hero controls PedidosYa since 2014, when it operated in Argentina, Brazil, Chile, Colombia, Mexico, Peru, Puerto Rico, Venezuela and Uruguay, its country of origin. PedidosYa website no longer lists Brazil as an operating market, however.

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iFood’s CFO Diego Barreto was a partner at “Pedidos Já” in Brazil, which was managed by Ana Laurinda Serra Alves, who also managed one entity of iFood, alongside Carlos Eduardo de Almeida Moyses, who managed the JustEat Holding in Brazil, according to Brazil’s investigative journalism site CruzaGrafos. Currently, Moyses is the corporate VP at iFood.

Source: CruzaGrafos from Abrajidfd

In a statement, Naspers says it remains confident that the group’s actions were correct and fully in accordance with relevant anti-trust laws in Brazil.

“We believe reaching an amicable settlement with Cade to bring a timely conclusion to this matter is a good outcome for all parties involved,” the company said.

-- An early version of this article incorrectly said it was R$ 710 million instead of thousand. (Corrected on September 22)

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