GAFISA S.A. (Bovespa: GFSA3; NYSE: GFA) (“ Gafisa”, including all its affiliates or “ Company”) hereby discloses to its shareholders and the market that its Board of Directors has authorized the Company’s management to initiate studies for a potential separation (“Separation”) of the Gafisa and Tenda business units (“Companies”) into two independent publicly traded companies.
The Separation would be the next step in a comprehensive plan initiated by management to enhance value creation for the Company and its shareholders. The Companies have distinct strategic, operational and optimal financing profiles. Gafisa is a well-established operation, focused on the medium to high income classes, with a proven business model and a leadership position in its target markets (São Paulo and Rio de Janeiro). Tenda recently reinitiated launches under a new business model and is one of the few companies operating within the Level 2 segment of the Federal Government sponsored “Minha Casa Minha Vida” program, a segment with high growth potential. Additionally, the current synergies between the companies are minimal.
The main objectives of the Separation would be to:
i) Allow shareholders to allocate resources between the two Companies based on their own interests and investment strategies;ii) Enable each of the Companies to respond faster to opportunities in their respective target markets; iii) Establish sustainable capital structures for each of the Companies based on each unique risk profile, and allocate resources according to their strategic priorities; iv) Provide more visibility to the market regarding the individual performance of each of the Companies, enabling better evaluation of inherent value; v) Increase their ability to attract and retain talent by developing their respective appropriate culture and compensation plans which should be consistent with their different stages and lines of business and better aligned with the results of each business. As an initial step to facilitate and accelerate the development of more appropriate operating structures for each of Gafisa and Tenda, the Company’s Board of Directors approved the division of their administrative structures, creating two operationally independent companies. The initial phase of this transition process will be led by Gafisa´s current Chief Executive Officer, Alceu Duilio Calciolari. It should last approximately 90 days after which period Duilio has decided to leave the presidency. Duilio joined the Company in 2000 as Chief Financial Officer. He became CEO in 2011 and has spearheaded and concluded the Company’s turnaround strategy, which resulted in its strategic repositioning, the rebalancing of its capital structure through the successful sale of 70% of Alphaville and the redefinition of Gafisa’s operating and corporate model.