Minority investors ask CVM to order R$1.9 billion Toky takeover

The Instituto de Defesa dos Investidores along with 39 minority shareholders of Grupo Toky filed a complaint with Brazil's securities regulator, the CVM. They request that investment funds managed by SPX Private Equity and DSK Capital be required to launch a mandatory tender offer. The petition alleges that the managers acted in concert to amass roughly 30.8% of the company, exceeding the statutory 20% poison pill threshold.

The minority investors demand an offer price of approximately R$ 1,008 per share, which is nearly 100 times the R$ 10.24 closing price recorded on Friday, October 2. That requested price is tied to statutory provisions and the conversion terms of the first series of debentures, adjusted for 2026 reverse stock splits. According to NeoFeed, meeting this demand would require an outlay of roughly R$ 1.9 billion, compared to Toky's total market capitalization of about R$ 28 million.

The dispute centers on convertible debentures approved in December 2025. SPX's DFS fund split its convertible holdings into a first series of R$ 130.8 million convertible at R$ 10.50 per share, and a second series of R$ 1.3 million convertible at R$ 0.011 per share. Part of this second series was sold to DSK funds and converted into around 42 million shares. The minority group argues that buyers acquired the stake for R$ 32.4 million through seller financing and later transferred the shares through Nassau-based entities.

The complainants also flagged transactions involving Fabio Ferrante, who serves as Toky's CFO, investor relations director, and board member. The filing notes that Ferrante represented one of the holding entities and that his consulting firm, AGI Partners, receives monthly fees of R$ 400,000 from Toky without disclosure as a related-party deal. Toky shares have fallen 84.2% in 2026, dropping from R$ 80 in late November 2025 and leaving investors down 99.4% from Mobly's R$ 812 million IPO in 2021. The minority group has asked the CVM to rule and suspend voting rights before the November 6 board election, where the questioned bloc controls 43.17%.