By Brazil Stock Guide – A shareholder arbitration involving Fertilizantes Heringer and Eurochem will proceed after Brazil’s Market Arbitration Chamber rejected an argument by the companies that the tribunal lacked jurisdiction, keeping alive a dispute over payments allegedly withheld from minority investors in the 2023 takeover offer for the fertilizer company.
Heringer said in a securities filing on Monday that an incidental ruling issued on June 8 recognized the arbitral tribunal’s authority to hear the case, finding that the dispute falls within the arbitration clause in Article 52 of the company’s bylaws. The tribunal ordered the arbitration to continue and set a procedural calendar.
The case, filed in early 2025 by a group of individual shareholders, names Eurochem Comércio de Produtos Químicos Ltda. and Heringer as respondents. It carries a claim value of R$ 30.09 million, according to a previous company disclosure.
At the center of the dispute is Eurochem’s right, as controlling shareholder, to retain parts of the price offered to minority shareholders under the public tender offer launched in May 2023, following Eurochem’s acquisition of control of Heringer in March 2022.
The minority shareholders are seeking access to documents related to indemnity claims brought against members of the Heringer family, the former controllers, and are challenging clauses in the tender offer notice that allowed Eurochem to withhold part of the price. They also seek payment of the remaining portion of the offer price, including but not limited to R$ 7.00 per common share, adjusted for inflation and with default interest.
Eurochem’s offer structure had allowed for a maximum price of R$ 19.96 per share, with R$ 7.00 per share — or roughly R$ 194 million — retained to cover potential indemnifiable contingencies. That retention became one of the most contentious elements of the transaction.
The latest ruling does not address the merits of the claim, the legality of the retention or any potential payment obligation. It only confirms that the arbitration will continue before the CAM.
Even so, the decision is a procedural setback for Heringer and Eurochem, which had sought to keep the dispute outside the arbitral forum. For minority shareholders, it preserves the path to challenge a structure that effectively separated the headline takeover price from the amount initially received in cash.
Heringer said it would keep shareholders and the market informed of any developments in accordance with applicable rules.