HBR Realty Proposes All-Stock Merger with Helbor

SÃO PAULO — HBR Realty (HBRE3) has launched a public exchange offer to acquire 100% of homebuilder Helbor Empreendimentos (HBOR3) in an all-stock transaction designed to consolidate the two real estate firms. Under the terms of the proposal, HBR Realty is offering 0.81553398 of its own shares for each Helbor share. The transaction values Helbor at R$ 2.52 per share, representing a 76.9% discount to Helbor's book equity value of R$ 10.91 per share, though it represents a 10.5% premium over its 30-day volume-weighted average price (VWAP).

The proposed transaction would result in the cancellation of Helbor's public-company registration and its exit from the B3's Novo Mercado segment. If minority shareholders reject the proposal, Helbor will remain a standalone listed entity. In that scenario, shareholders would continue to hold shares in a company that currently trades at a market discount and faces lower historical trading volumes. The transaction is subject to a double-quorum condition: HBR must acquire at least 50.1% of Helbor's voting capital, and holders of more than two-thirds of the outstanding free-float shares must approve the deal. Both companies are currently controlled by the Borenstein family, which holds a 51% stake in each entity.

By combining operations, the management aims to unlock real estate value by pairing HBR's commercial income-generating portfolio with Helbor's R$ 12 billion land bank, which is 83% concentrated in the state of São Paulo. The integration is expected to lower administrative costs, optimize corporate governance, and address stock illiquidity. Combined daily trading liquidity is projected to rise to approximately R$ 5 million, up from HBR's current R$ 1 million and Helbor's R$ 2.5 million.

The consolidation comes amid broader gains in the Brazilian equities market. On the most recent full trading session, the benchmark Ibovespa index rose 0.74% to close at 174,070 points. Major blue-chip movers supported the upward trend, with Petrobras (PETR4) gaining 0.76% to R$ 38.25, Vale (VALE3) rising 0.77% to R$ 78.84, and Itaú Unibanco (ITUB4) climbing 0.64% to R$ 42.74.