Azzas 2154 Shareholders Agree to Split Group into Two Listed Companies
Brazilian fashion conglomerate Azzas 2154 has announced a corporate split that will create two independently listed companies, Arezzo&Co and SOMA, each under a separate shareholder bloc. The reorganisation remains subject to shareholder, antitrust, and stock exchange approvals.
Written by David Chen
(1h ago)
What happened?
Azzas 2154 announced that shareholders Alexandre Birman and Roberto Jatahy have agreed to divide the Brazilian fashion conglomerate into two independent listed companies, Arezzo&Co and SOMA.
Why it matters
The split will create distinct governance structures under rival shareholder blocs, but completion requires antitrust clearance from CADE and B3 Novo Mercado listing approval for SOMA.
What’s next?
A jointly held entity for the FARM brand and its extensions will be owned 57.4 per cent by Arezzo&Co and 42.6 per cent by SOMA, while strategic alternatives for FARM Rio remain under evaluation.
Azzas 2154 announced on Wednesday that its shareholders Alexandre Birman and Roberto Jatahy have reached an agreement to reorganise the group by dividing its current operations into two distinct, independently listed companies on B3's Novo Mercado segment: Arezzo&Co, to be led by the Birman bloc, and SOMA, to be led by the Jatahy bloc.
Division of brands
Under the proposed structure, Arezzo&Co will consolidate the group's “Shoes & Bags” brands and operations, encompassing Arezzo, Schutz, Anacapri, Vans, Alexandre Birman, Carol Bassi, Hering and its brand extensions. SOMA will bring together the apparel labels Animale, NV, Maria Filó, Cris Barros, Reserva and its extensions, Oficina, and Foxton.
A separate entity is also to be constituted to hold the FARM brand and its extensions — including Farm Brasil, Farm Internacional and Fábula — with Arezzo&Co holding a 57.4 per cent stake and SOMA holding 42.6 per cent, each governed independently. In parallel, both companies will continue evaluating strategic alternatives for FARM Rio, according to the material fact disclosure filed by Azzas 2154.
Shareholding structure after the split
Once the reorganisation is completed, the Jatahy bloc will hold 25.95 per cent of SOMA, while the Birman bloc will hold 32.13 per cent of Arezzo&Co and retain a 6.18 per cent stake in SOMA. Other shareholders will hold 67.87 per cent of each new company. Every existing Azzas 2154 shareholder will receive shares in both entities in exact proportion to their current holdings, preserving relative participation in full.
Conditions for completion
The reorganisation is conditional upon approval by the company's administrative bodies, a general shareholder meeting, clearance from the Conselho Administrativo de Defesa Econômica (CADE), Brazil's antitrust authority, and the approval of SOMA's listing on B3's Novo Mercado premium segment.
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Source: CNN Brasil