HBR, Owner of Mogi Shopping, and Helbor Advance Deal to Combine Property Development and Rental Income Operations
Helbor’s board backs HBR’s offer; the deal hinges on shareholder participation in the auction and aims to combine operations and cut costs
A proposal to combine Helbor’s residential development business with the income-producing real estate portfolio of HBR Realty, owner of Mogi Shopping, has moved forward. Helbor’s board of directors recommended that shareholders accept HBR’s offer to exchange their shares for stock in the buyer. The transaction aims to transfer control of Helbor to HBR and take Helbor private, delisting its shares and ending its participation in B3’s Novo Mercado listing segment.
The recommendation was announced in a material disclosure issued by Helbor on Tuesday, October 20. All directors who participated in the vote approved the opinion without reservations. Controlling shareholders Henrique and Henry Borenstein abstained. The recommendation marks another step in the process, but completion remains subject to the offer’s conditions. The tender offer auction is scheduled for October 28 at 3 p.m. on B3’s trading platform.
For the real estate industry, the proposal highlights the potential to combine two complementary activities: developing properties for sale and managing real estate that generates recurring income.
In a press statement, HBR cited revenue diversification as one of the reasons for the transaction. The company expects the combination of Helbor’s residential business and its own income-producing property operations to reduce reliance on any single source of earnings.
“Both companies are real estate developers. One focuses on income-producing assets, and the other on residential development,” HBR CEO Alexandre Nakano said at the time. He added that the combination could create additional value for shareholders.
In the statement, HBR said the businesses would have a combined gross profit of R$559 million, with Helbor contributing 62.6% and HBR 37.4%.
HBR’s operations include neighborhood shopping centers under the ComVem brand, shopping malls and high-end office properties. The company also invests in other property types, including hotels and developments built to tenants’ specifications.
The two companies are already partners in W São Paulo, a project in the Vila Olímpia district developed with Toledo Ferrari. According to HBR’s statement, the transaction would preserve the Borenstein family’s control and both companies’ market presence.
Land Holdings Expand Development Opportunities
Access to Helbor’s land bank is another part of the strategy. HBR says the combination would allow it to use some of those sites for new developments. The land is located in areas of São Paulo suited to midrange and high-end projects.
The press statement, however, does not announce any specific project launches or investments tied to the transaction.
According to SiiLA’s Market Analytics data, HBR’s four shopping malls total 119,600 m² and are located in Mogi das Cruzes and Suzano, in São Paulo state, and Olinda, in Pernambuco state. Together, the malls have a vacancy rate of 7.7%.
The company also holds HBR Lead Corporate, a fully occupied Class A+ office property with 10,200 m² of private floor area.
According to HBR’s website, the company has 39 operating assets, the vast majority of which belong to its ComVem network of neighborhood strip malls.
Helbor Shareholders Would Receive a Stake in HBR
Helbor and HBR already work together. Objectives outlined in investor disclosures include making that collaboration more efficient and reducing the costs associated with maintaining Helbor as a publicly traded company.
The offer would give shareholders 0.81553398 HBR share for each Helbor share, with a reference price of R$2.52 per Helbor share. Shareholders who accept the exchange would become HBR shareholders.
To complete the transaction, HBR must acquire at least 50.1% of Helbor’s voting share capital. The deal also requires approval from holders of more than two-thirds of the outstanding shares held by shareholders registered to participate in the auction. If those conditions are not met, the proposal calls for HBR to withdraw the offer and for Helbor to remain publicly traded.
HBR did not respond to REsource’s request for comment. This article will be updated if the company provides a response.
