On April 8, 2026, the Tribunal of the Administrative Council for Economic Defense (“CADE”) unanimously ruled that the joint acquisition by the Quíron and Tessália FIPs1 (under the control of Master Group) of an 11.97% stake in Oncoclínicas constituted premature consummation — known as gun jumping — and ordered its mandatory notification.
Initially, the Quíron and Tessália FIPs, managed by Latache Gestão de Recursos and whose quotas are predominantly held by Banco Master, justified the absence of notification on the grounds that each individual subscription was below 20%, a threshold considered by CADE as a “trigger” for mandatory notification in cases where the target company is neither a competitor nor active in a vertically related market. However, CADE’s Tribunal clarified that shareholdings held through different investment vehicles under common control must be analyzed on a consolidated basis at the level of the economic group. In this case, Banco Master already held an 8.20% stake in Oncoclínicas through other funds under its control, managed by WNT Gestora de Recursos. As a result, the aggregate stake held by funds under common control reached 20.18%, thereby triggering the requirement for prior notification to CADE.
Accordingly, the argument that individual stakes below the 20% threshold would suffice to exempt the transaction from notification was dismissed, as the applicable legal criterion requires an assessment of the aggregate participation held by the same economic group.
Additionally, CADE rejected the application of the exceptional regime applicable to transactions carried out on stock exchanges market, under which closing may occur prior to CADE’s review provided that voting rights remain suspended until clearance. This is because the transaction at issue was carried out through a private subscription of shares in a capital increase of Oncoclínicas.
The determination of the fine for the gun jumping infringement, which may reach up to BRL 60 million, was suspended pending CADE’s review of the transaction, which must be notified within 30 days of the publication of the decision. Failure to comply with this deadline will subject each party to a daily fine of BRL 5,000.
1. FIPs (Fundos de Investimento em Participações), commonly known as private equity or venture capital funds, are pools of capital intended for investment in publicly traded companies, privately held companies, or limited liability companies that are in the development phase, regulated by the Brazilian Securities Commission (CVM).