By Brazil Stock Guide — After weeks in which the disagreement between Alexandre Birman and Roberto Jatahy weighed on investor perception of Azzas 2154 (AZZA3), the conflict is entering a new phase, Brazil Stock Guide has learned. The priority now is to pursue a negotiated solution that reduces shareholder uncertainty and allows the market to refocus on the company’s operating assets.
According to people familiar with the discussions, both sides have brought in financial advisers to assess market alternatives and move the dispute beyond shareholder friction. BTG Pactual is advising Birman, Azzas’s CEO and largest individual shareholder. G5 Partners is advising Jatahy, a relevant shareholder and founder of the former Grupo Soma.
The hiring of the banks marks a shift in tone. A disagreement that reached the courts and opened a broader debate over governance, integration and power within the group is now giving way to an attempt to find an outcome capable of aligning interests and preserving value for all shareholders.
Azzas 2154 was created in 2024 through the merger of Arezzo&Co and Grupo Soma, bringing together brands such as Arezzo, Schutz, Anacapri, Farm Rio, Animale, Maria Filó, Cris Barros, Reserva and Hering. The combination created Latin America’s largest fashion group and was presented to investors as a platform for scale, synergies and international expansion.
But the integration also brought together different business cultures. On one side is Arezzo’s more process-driven model, shaped by years of professionalization during the transition from Anderson Birman to Alexandre Birman. On the other is Soma’s more decentralized approach, built around brands with strong individual identities and separate operating structures.
The disagreements between Birman and Jatahy became public in May, when points of friction emerged around the management of Reserva, prompting the founder of the former Grupo Soma to go to court. An injunction restricted certain moves involving the brand until the matter could be resolved through arbitration or through a formal board decision on the unit’s governance.
The episode turned an internal disagreement into a market issue. A merger sold to investors on its ability to capture synergies began to be assessed not only on its operating merits, but also on the risk of decision-making paralysis among shareholders.
That is why the current phase is different, people familiar with the matter say.
Under the shareholders’ agreement, arbitration remains the formal path for resolving disputes between the parties. But according to people close to the talks, the search for a negotiated solution has gained momentum in recent days. The view is that prolonging the conflict adds little to the company and risks keeping a governance discount embedded in the stock.
The arrival of financial advisers changes the nature of the conversation. The debate is now moving toward market alternatives: possible structures, shareholder rearrangements, ways to unlock value and paths to reduce uncertainty. A near-term resolution is considered possible, according to those people. The final structure remains open, but the direction of the talks suggests the market may be looking at a value-creating solution.
Azzas shares (AZZA3) closed Monday at R$18.38, down 3.21%.