Brazil's Gol overhaul to weaken Smiles minority voting rights

Brazilian airline Gol Linhas Aéreas Inteligentes’ planned takeover of its loyalty program unit Smiles Fidelidade through a share and cash deal will force Smiles’ minority holders to receive Gol shares with weakened voting rights, according to documents related to the transaction and five people with knowledge of the matter. Smiles shares slumped 40% on Monday after the buyout was announced, with minority holders facing the uncertainty of being forced to accept a yet-to-be determined price. They traded slightly up on Wednesday at 34.52 reais. Smiles is listed on the Bovespa exchange’s Novo Mercado segment, which bars listing preferred shares with no voting rights and reserving voting shares for controlling shareholders. Under the deal structure devised by Gol, whose voting shares are all controlled by the family of Gol founder Constantino de Oliveira Junior through an investment vehicle called Volluto, the airline’s stock will shift to the Novo Mercado segment.<br/>