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Brazilian companies hear the siren’s call of U.S. stock exchanges -Breaking

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© Reuters.

By Tatiana Bautzer and Carolina Mandl

SAO PAULO (Reuters – Blau Farmaceutica SA – The Brazilian pharmaceutical company Blau Farmaceutica SA has established its first U.S. Plasma bank. This is a step towards moving the headquarters of Blau Farmaceutica SA and possibly its stock listings to the United States.

The Brazilian company currently has its headquarters in Brazil’s Sao Paulo and is primarily focused in business in Latin America. It plans to open 10 American plasma backs, in addition, to the new Florida location. Blau could move its headquarters to America once the expansion has been completed.

Blau’s Chief Financial Officer Douglas Rodrigues told Reuters that unlike Brazilian investors, international investors have become accustomed to the business model of many pharmaceutical companies.

Blau is among several Brazilian firms that have been looking to relocate to the United States in order to be listed on U.S. stock exchanges. The trend is driven by greater investor access, lower corporate taxes and looser regulation of controlling shareholders.

The shift shows how the success of tech startups with U.S. listings – including digital lender Nubank – has spurred interest among Brazilian companies in other sectors, ranging from retail to cosmetics, in moving their legal domiciles, mainly to the United States but also to other locations such as Britain, Ireland and the Netherlands.

SoftBank-backed Banco Inter SA, web services provider Locaweb, retailer Lojas Americanas and cosmetics maker Natura & Co are among the companies that have announced such moves.

Brazil’s JBS SA (OTC: ) is the largest processor of meat in the world and has stated that next year it plans to list its international operations with the U.S.

On Tuesday, Brazilian planemaker Embraer SA (NYSE:) announced a partnership with Zanite, allowing the company to list an electric flying taxi division on New York Stock Exchange (NYSE). This news saw Embraer share prices soar.

Brazilian firms are leaving Brazil, posing a risk for B3, who is looking at ways to stop it.

However, lawyers, bankers, and executives expect this trend to persist for the moment, but they caution that it will only be limited to large companies with significant overseas businesses. These executives do not foresee a mass exodus of corporations.

Alessandro Zema is the head of Morgan Stanley Brazil operation (NYSE:).

Additionally, they want to take advantage of the often higher international valuations.

Shares of Natura & Co, which has announced its intention to swap its main listing from B3 to the NYSE, trades at a price-to-earnings multiple of about 29, compared to rival L’Oreal SA’s 41.5.

Banco Inter trades at just 12 times its book values, about half of the value of Nubank’s debut on the NYSE.

Listing companies outside Brazil look for more similar businesses and higher valuations. Jean Marcel Arakawa is a corporate attorney at Mattos Filho. He cites asset managers Patria Investment Ltd. and Vinci Partners Investments Ltd.

Many tech companies decide to redomicile due to the fact that venture capital investors prefer to fund rounds through holding companies overseas. The other reason is to attract founders or control shareholders to continue at the helm of the company by offering them shares with higher voting rights.

The founding partners of 3G Capital include Jorge Paulo Lemann (tycoon), and will be strong players at Americanas SA following the retailer’s merger, Lojas Americanas listing, as well as the U.S. listing. Banco Inter’s dominant shareholders, the Menin clan, will also be at the bank in the same position.

NEW RULES

Brazilian companies couldn’t list their receipts for foreign-listed shares in Brazil until recent times through Brazilian Depositary Receipts. Some chose to leave the local stock exchange. This led to B3 losing its initial public offerings as well as trading fees to the NYSE/Nadaq stock exchange.

Brazil’s Securities Industry Watchdog CVM modified that listing rule. This led to companies like Nubank (NASDAQ:) Inc) and Investment Broker XP(NASDAQ:) Inc, to list their BDRs at B3. These BDRs experienced huge trading volumes upon their debut.

Flavia Mota Fernandes is the regulation director at B3. She stated, “We try to accommodate businesses’ demands as these change.”

Brazil tried to ease regulations governing the control of shareholders’ shares, with super-voting rights. But Fabiano Maie, a Corporate Lawyer at Stocche Forbes, in Sao Paulo said local regulations were not comparable to those from other countries.

Milane explained that super-voting is not allowed for companies which are already in the public register. Also, temporary voting rights cannot be granted to extraordinary corporations.

Big companies redomicile because of frustration over Brazil’s lackluster legal system, according to Luis Semeghini Souza (lawyer and founder partner, Souza Mello e Torres, Sao Paulo).

However, bankers remain skeptical about whether the current trend of corporate migration will be sustained.

RoderickGreenlees (global head of investment banking, Itau BBA) stated that “I think there is a universe of companies that could be moved”

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