Helbor Empreendimentos (HBOR3) reported in a notice this Friday, October 9, 2026, that the common controlling shareholder of the company and of HBR Realty has committed to sell 67,098,134 Helbor shares in the unified share-swap tender offer for acquisition of control and delisting of the company (tender offer), whose prospectus was published on October 6, 2026.
According to a letter sent on July 3, 2026 to HBR Realty, the common controller irrevocably and irreversibly undertook not to sell, transfer, encumber or burden these 67,098,134 Helbor shares until the date of the tender offer auction, to qualify for the auction, and to sell all of these shares in the offer, provided that shareholders holding free-float shares accept the tender offer in an amount exceeding two-thirds of the shares held by shareholders qualified for the auction.
The notice highlights that the letter contains no express provision regarding the consequences in the event of non-compliance with these obligations by the common controller. The Helbor shares held by the controlling shareholder will be sold in the tender offer at the same price per share offered to the other shareholders, with payment in HBR shares according to the established swap ratio, without any additional consideration, whether direct or indirect.
The company also reported that there were no transactions involving Helbor-issued securities or derivatives referenced to these securities, in the three months prior to the start of the tender offer period through the date of the notice, by Helbor itself, its managers, related persons, or persons related to its managers.
In the same document, Helbor detailed that Hélio Borenstein S.A. — Administração, Participações e Comércio and Henry Borenstein, controlling shareholders of Helbor and, in the case of Henry Borenstein, also an officer of the company, are controlling shareholders of HBR Realty, with a joint holding of 54,135,217 common shares issued by HBR, equivalent to 52.462% of its share capital.
