3 Min Read
(Corrects name of company to ICTS Global Serviços de Consultoria Ltda from ICTS International NV in paragraph 1)
By Ana Mano
SAO PAULO, March 21 (Reuters) - Brazilian education firm Estácio Participações SA has hired ICTS Global Serviços de Consultoria Ltda to investigate a security breach that exposed emails exchanged between a top company executive and a legal adviser, a person briefed on the matter said.
ICTS, which is working alongside security consultancy firm Control Risks, was hired on Feb. 18, immediately after Estácio learned about the leaked messages between Chief Executive Officer Pedro Thompson and a lawyer at São Paulo-based law firm Demarest Advogados, the person said.
Sources with knowledge of the content of the emails said the exchange suggested Thompson was discussing with the lawyer alternative scenarios if antitrust watchdog Cade blocked Estácio's takeover by Kroton Educacional SA.
Estácio denied Thompson was trying to find ways to derail the deal, but removed him from a group discussing the terms of the tie-up.
Estácio declined to comment.
The company said in a securities filing on Friday that it remains committed to completing the 27 billion real ($8.8 billion) combination with Kroton, which has been approved by the majority of its shareholders.
Competitors and consumer advocacy groups have been critical of a deal that will create an entity 10 times larger than the industry's No. 2 player.
Kroton also refuted claims of interference in Estácio's management ahead of regulatory approval of the takeover, a practice known as "gun jumping," after newspaper Valor Econômico revealed the email conversation on Friday.
Claims that Kroton could be meddling with Estácio's management are not new to Cade.
On Sept. 12, the authority asked both companies about information it had received that Kroton could be involved in the dismissal of 180 Estácio executives after the takeover was announced.
In a response a week later, Demarest confirmed 73 executives had been fired, but denied the staff reduction was dictated by Kroton. Estácio's legal adviser said they were linked to a business decision unrelated to the tie-up with Kroton, according to Cade filings.
Cade is expected to finalize analysis of the takeover by the end of July, using the maximum 330-day limit to rule on mergers.
In February, a Cade unit made a non-binding recommendation that the takeover be blocked. A ruling by the watchdog's five-strong board is pending.
Cade declined to comment on whether it will require the parties to clarify gun jumping claims during analysis of the deal.
$1 = 3.0715 reais Reporting by Ana Mano; Editing by Guillermo Parra-Bernal and Leslie Adler