GetNinjas CEO Boosts Share to Nearly 25%, Intensifying Face-off with Reag Investment Firm

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Bloomberg Línea — GetNinjas, a Brazilian service hiring platform, has become a battleground among its main shareholders, and the feud continues to unfold. On one side, there’s the CEO and founder, Eduardo L’Hotellier, who increased his ownership from 19.6% to 24.99% as per a recent market announcement. On the other hand, Reag Investments, led by João Carlos Mansur, has been acquiring significant shares in recent weeks and is pushing for changes in the startup’s strategy, which has been publicly traded on the B3 stock exchange since 2021. Reag’s stake hit 25.004% this week.

The face-off went public when the company convened a shareholders’ meeting to vote on a capital reduction proposal set for October 23, arguing an excess of cash on hand. They plan to return BRL 220 million out of BRL 270 million to shareholders. Reag, previously holding 24.09%, opposes the proposal, believing that GetNinjas should instead invest the money to drive growth.

In an interview with Bloomberg Línea, the platform’s CEO mentioned that, despite Reag’s concerns, the meeting on the 23rd remains scheduled after the Brazilian Securities Commission (CVM) reviewed and rejected Reag’s request to cancel the vote. Furthermore, L’Hotellier stated he’s upping his share to just under the 25% threshold to support the capital reduction proposal. Meanwhile, Reag plans to launch a public acquisition offer after just reaching the 25% threshold, which triggers a poison pill clause — a mandatory offer for the company’s entire capital.

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“The minimum public acquisition price would be BRL 4.52, considering the previous 30 trading days as of October 11,” the CEO mentioned, noting that the capital reduction proposed to shareholders set the return at BRL 4.40 per share.

This means if the capital reduction is approved on the 23rd and Reag launches the OPA at the minimum BRL 4.52, shareholders would pocket a total of BRL 8.92. The stock closed on Friday (13th) at BRL 4.81, up by 14.52% due to OPA expectations and the capital reduction. At its IPO in May 2021, the stock was priced at BRL 20, with the company currently valued at BRL 213 million.

“With the unanimous decision from CVM to keep the assembly date, Reag no longer has time to attempt blocking the capital reduction vote. The meeting will indeed take place on the 23rd,” emphasized the confident CEO, hoping for strong shareholder engagement.

B3 data shows GetNinjas has 4,590 individual shareholders, 134 corporate entities, and 134 institutional investors. The publicly traded shares total 41,720,647.

A source close to the company shared with Bloomberg Línea that the CEO is making efforts to increase meeting attendance, using email and WhatsApp campaigns facilitated by platforms that simplify voting procedures.

During the interview, the CEO reaffirmed his commitment to the capital reduction, while Reag remains opposed. L’Hotellier questioned the alignment of a shareholder group, expressing concerns about a potential takeover leaving minority stakeholders stranded.

Apart from Reag, GetNinjas publicly queried ARC Capital, led by former Credit Suisse executive Sérgio Machado, and the exclusive Artic fund managed by WHG (Wealth High Governance), suspecting they might be forming a coalition to oust the current board, whose term ends in 2025. Combined, these firms would control about 43% of the capital.

In a letter to GetNinjas, Reag denied any such coalition after being questioned by GetNinjas. “ARC and WHG haven’t responded to our correspondence. It’s peculiar that right after we inquired, Reag increased its stake from 24.09% to 25.004%, after previously stating they had reached their target,” L’Hotellier remarked.

On Friday, after the CEO’s talk with Bloomberg Línea, ARC clarified they aren’t collaborating nor representing any other shareholder. The CEO added that this move was orchestrated by the Arctic fund, managed by Arc. Both Reag and Arc Capital didn’t immediately respond to Bloomberg Línea’s request for comments. WHG declined to comment.