The Rise of Multilatinas and the Implications for M&A Deals in the Region and Beyond

Mexico’s Grupo Bimbo, Brazil’s Vale, Peru’s Ajegroup, Colombia’s Grupo Sura and Chile’s Falabella are all companies that have regional or multinational presence and represent the changing currents in corporate Latin America. Latin American businesses have increasingly developed a global approach and for more than two decades have been buying Latin American assets left aside by investors from Europe and the United States: from retail and industrial businesses to financial institutions.

‘Multilatinas’ is a term first coined by Álvaro Cuervo-Carruza in 2010 to refer to companies in countries formerly colonised by Spain, Portugal or France that have added-value operations outside their country of origin;^[2] they not only export products but have regional operations that represent a significant part of their balance sheet. América Economía, a Latin American business magazine goes further: it includes in its ranking of multilatinas only companies that had sales in 2018 of more than US$230 million and relevant operations in at least two other countries in the region. Based on these criteria, companies that have successfully managed to expand their operations to other countries, such as Leonisa, a Colombian lingerie retailer, Fogo de Chão, a Brazilian steakhouse, Astrid y Gaston, a Peruvian Micheline-rated restaurant, to name only a few, cannot be considered multilatinas, as they have increased their exports within the region but not their presence, whereas companies or groups such as Grupo Bimbo, Cencosud, Falabella, Grupo Gloria, Bancolombia and Gerdau, to name a few, have built added-value operations in several countries throughout the continent.

Multilatinas were forged during the economic and political ups-and-downs of the region. In the past, Latin America’s economy heavily relied on commodities: since colonial times, countries in the region based their economy on the production and export of natural resources not readily available in the rest of the world, from gold, silver, rubber and oil, to crops like coffee and sugar cane. However, the high price of these commodities and their appeal in the market not only reduced Latin America’s incentives to invest in other industries and diversify their risk, but also subjected it to the severe volatility of commodities’ cycles. For this reason, during the commodities boom, the economies of many Latin American countries’ grew, development projects were undertaken and local companies borrowed from abroad relying on their revenues from high commodities prices in foreign currency; all this coupled with generalised political stability. When the price of commodities fell, economies contracted, companies had a hard time servicing debt, and social and political unrest grew.^[3]

By the early 2000s, the price of commodities increased, most countries in the region stabilised, started to grow and incentivise inter-regional trade though the regional trade agreements executed at the end of the twentieth century^[4] such as the Andean Community (established in 1969), Mercosur (established in 1991) and the bilateral trade agreements between, among others, the member states of the Pacific Alliance. However, the cyclical nature of commodity trading and its downturn in the middle of the 2010s, beginning with a decline in oil prices, once again affected the region’s economy.

Amid that economic turmoil, multilatinas were born. During the lost decade of the 1980s, when the region was undergoing a debt crisis, high inflation rates, closed markets and political instability, family owned and debt-free companies saw an opportunity to invest abroad.^[5] Chile was the first country to expand, mainly to Argentina, capitalising on the benefits of high copper prices and available financing at low interest rates. During the corralito,^[6] Argentina’s currency was devaluated and investors fled the country. Chilean companies, willing to assume the risk, swept in and invested heavily, mainly in agribusiness. During this time, Cencosud became one of the first multilatinas,^[7] and in the past two decades more companies have become multilatinas owing, among other things, to economic reforms that affected their country of origin, the saturation of local markets compounded with the lower amount of domestic opportunities, and the need to diversify the risk portfolio and access new sources of capital.^[8]

Outbound M&A by multilatinas

According to S&P Global’s deal trends in Latin America as of March 2020, intra-regional deals represented the majority of all deals involving Latin American companies with 55 per cent in 2019 and 54 per cent in 2018. Although there is no unique pattern to the internationalisation of multilatinas, studies have shown that multilatinas are generally family-owned groups or companies with a privately held controlling shareholder or group of shareholders (e.g., Telmex, Camargo Corrêa Cimientos, Aje Group, Cencosud, Grupo Gloria). These organisations are flexible and can take quick decisions. They have a strong and dynamic leadership that can successfully guide the organisation through new challenges and they can offer products or services to low-income markets.^[9] For example, Grupo Nutresa, a food processing conglomerate whose main shareholders are Grupo Sura and Grupo Argos, has grown in the past decade, through, among other things, a series of acquisitions, including Cameron’s Coffee in 2019, Productos Pasarela in 2018 and fast food chain El Corral in 2015, with international sales in 2019 accounting for US$1.142 million of its sales, in comparison to those of 2016, which represented only US$262 million. These outbound transactions not only increase the regional presence of multilatinas but also their share price. According to a study published by the Boston Consulting Group, the share price of multilatinas that are serial acquirers has appreciated by almost 70 per cent from 2010 to 2018, as a result of their cross-border M&A activity. In this sense, the valuation of multilatinas has been aided significantly by acquisitions throughout the region.

In the past decade, the volume of outbound M&A by multilatinas has been positively affected by divestitures in the region by their European counterparts,^[10] particularly in the banking industry, as evidenced by the volume of transactions undertaken by Colombian and Chilean companies, including the following:

• Grupo Sura (Colombia) acquired ING’s pension and investment funds assets in Chile, Mexico, Peru, Uruguay and Colombia.
• Grupo Gilinsky (Colombia) acquired HSBC’s operations in Colombia, Uruguay and Paraguay.
• Corpbanca (Chile) acquired Grupo Santander’s and Helm Bank’s operations in Colombia.
• Grupo Aval (Colombia) acquired Banco Centroamericano BAC Credomatic, owned by General Electric; purchased Horizonte from BBVA, Davivienda (Colombia); and expanded in Central America, by purchasing HSBC’s assets in Costa Rica, Honduras and El Salvador.

Until a few years back, transactions such as those above were almost only within the realm of North American or European companies. However, the growth of multilatinas, their capacity to adapt and their ability to transform their resources have allowed them to successfully compete regionally.^[11] For example, Grupo Nutresa adapted its products to each country in the region to meet the needs and preferences of the local customers;^[12] Cemex started to expand in the 1990s throughout the region to hedge against market uncertainties in Mexico, which allowed it to consolidate its cash flows and be less dependent on the Mexican market;^[13] and Latam Airlines, which was formed by the merger of TAM and Lan Chile in 2012, allowing it to enter new markets and increase the destinations offered. As the number of M&A transactions in the region increases, so do transactions related to transactional services companies. For example, Credicorp Capital, BTG Pactual and Larrain Vial have expanded their presence and services throughout Latin America owing largely to the investment and trading appetite in the region.

In the future, as multilatinas successfully conquer local markets more companies may seek to expand outside the continent and compete at a global level (becoming a ‘Global Latina’), following the steps of Companhia Vale do Rio Doce (Grupo Vale from Brazil) and Grupo Bimbo and Cemex (from Mexico), which expanded their presence outside of Latin America and became industry leaders after international acquisitions.

Divestitures by multilatinas

Over-leveraging, a sustained lack of profitability, adjustment to market conditions, shareholder decisions, an alignment of the core business, regulatory orders, are some of the many reasons a company can decide to partially or fully divest an asset or business unit. In this respect, multilatinas are similar to any other multinational corporation: they buy, build and expand their business, but also need to sell and downscale.

Companies look at divestitures to sharpen their strategic focus on their core business to create more value to shareholders, increase synergies and reduce costs. For example, in a 2018 quarterly earnings call, Avianca announced its decision to focus on its core business of loyalty and cargo operations, and shed partnerships in which it has 50 per cent participation or where the partner is in charge of managing the business. At that time, the executive vice president of Avianca said:

in those businesses, we have small airplanes original carriers flying Cessna Caravans in Central America, Nicaragua and Costa Rica, for instance. So those are the type of investments we are planning now to divest. We’re talking to the partner, which is the natural buyer in those cases. And the plan is to try to complete those sales in the first quarter of 2019 basically.^[14]

Similarly, in 2017 Grupo Energía de Bogota (GEB) sold its interest in Grupo Nutresa, Banco Popular, ISA and Promigas to focus on its strategic business, the proceeds of which it invested in its core energy transmission business in Peru, Brazil and Guatemala; and Grupo Argos divested its interests in the port business.

Credit restrictions, economic slowdown and shifts in the global markets have affected the ways in which companies can expand their business. For some, this has caused funding problems; for others it has caused a reduction in returns or both. These factors have in some cases contributed to multilatinas divesting assets to clean their balance sheet, present better ratios, improve financial positions and obtain liquidity. For example, in 2017, JBS, a Brazilian meatpacker and one of the world’s largest meat processing companies, announced a sale of assets to raise around USD$6 billion to cut debt and reduce leverage, in the middle of a corruption scandal that plagued its controlling shareholder. More recently, Empresas Públicas de Medellín, a Colombian public utilities company, commenced the sale of its minority interest in ISA and other assets throughout Latin America to finance the construction of Hidroituango, a hydroelectric plant in Colombia. Petrobras, the Brazilian stated-owned oil company, plans to reduce its hefty debt load in the next four years by selling US$20 billion to US$30 billion in assets. Another reason a company such as a multilatina may consider a total or partial divestment is to improve its cash flow or obtain cash in the short term, through the sale of high performing assets or non-strategic minority stakes.

In the future, divestment activity is likely to increase. According to Ernst & Young’s 2020 Global Corporate Divestment Study, more companies say that they have held on to assets for too long (72 per cent up from 63 per cent in 2019), with more than 78 per cent of surveyed companies expressing their intent to divest.^[15] In all of these divestiture transactions, the concerns of multilatinas are similar to those of any other company that seeks to sell assets. Such concerns include valuation, receiving the majority if not all of the purchase price up front and reducing post-closing financial risk. More importantly, multilatinas are generally concerned with their reputation and relationship with regulators, and how a potential sale and the identity of the purchaser may affect it. Although the company is divesting an asset or a business, that transaction should not affect or have a negative impact on the retained ongoing business.

The covid-19 pandemic is likely to be a factor in the increase in divestitures. Although at this time it is not possible to assess the full impact of the pandemic, it is clear that the crisis has affected global markets and local firm’s finances owing to, among others, weaknesses in their supply chains, short-term reduction in customer demand and exposure to foreign exchange. The financial pressure may lead companies in the region to divest assets or business units and multilatinas will likely take advantage of this situation to further expand. Similar to what occurred in the second half of the twentieth century when multilatinas were born, companies that have maintained a solid cash position and are willing to assume the country risk will be able to purchase distressed assets and pursue opportunistic M&A, most likely at a discount.

When considering a divestiture, an issue to be considered early on by a multilatina that consolidates financial statements throughout several jurisdictions is whether the transaction’s value can be enhanced by preparing carve-out financial statements for the business or assets being sold. This is not only a strategic decision, but a time-consuming one: the assets, liabilities and operations to be included in such financial statements must be clearly identified, and the document is then generally certified by an independent accounting firm. As the carved-out business or assets are part of a much larger operation, challenges usually arise in preparing the pro-forma financials when the carved-out business or assets are not organised separately within the company or when there are assets, liabilities and operations that are shared with other business units within the same group. Other issues to consider in divestitures are the termination of intercompany agreements and the execution of transitional services agreements to ensure business continuity. Multilatinas usually have an interconnected business with people, processes and systems deeply integrated within their business or services and infrastructure shared across multiple business units. Before executing a transaction, a time-consuming process for any multilatina will be identifying and carving out the pieces, business processes and applications that have to be sold with or separated from the divested asset. For this reason, the need for, and terms of, the termination of any intercompany agreement, and the rendering of any necessary transitional services agreement must be determined in the early stages of the transaction. Transitional services agreement may cause the parties to require a longer than expected pre-closing or integration period and can jeopardise seamless transitions for the business, its customers and employees. It is advisable to carefully consider costs, standards of service and competitive concerns, as well as data-sharing restrictions.

Contractually, multilatinas have the same objectives as any other seller when executing a divestiture, including obtaining certainty of closing. Therefore, all else being equal, a multilatina will look favourably at a purchaser that requires few closing conditions and does not require regulatory approvals, including antitrust clearance. In this sense, potential purchasers that have limited or no presence in the jurisdictions in which the assets or business lines sold are located may be preferred. Similarly, a purchaser will seek to optimise the returns of the business or assets acquired at closing by, among others, ensuring that the seller abides by a post-closing non-compete obligation. For corporate entities, such as multilatinas, such clauses may be acceptable, provided that they do not impose material restrictions on the retained business and that the non-compete is subject to appropriate carve-outs covering potential overlapping activities with existing businesses and potential expansion thereof, as well as expected business plans and growth in other business lines and jurisdictions. However, the most important concern when negotiating a non-compete clause is how to successfully navigate local law restrictions on the enforceability of such clauses. In general, most Latin American jurisdictions accept that for such a clause to be enforceable it must clearly set out the activities to which it applies and have a temporal and geographical limitation that passes a reasonableness test.

Impact of multilatinas entering private auctions on the buy-side

In an M&A auction process, the seller can comprehensively survey the market in search of a buyer and simultaneously compare available offers from all standpoints. In such scenarios multilatinas are just like any other sophisticated bidder. However, as multilatinas already have a presence in several countries throughout the region they possess a significant advantage: they are aware of the risk of the region and are willing to assume it. Knowledge of local authorities, regulatory approvals, currency fluctuation, market and industry risks are some of the issues that any buyer faces when entering a new market and with which they have to become comfortable before executing any transaction, or which are priced by a potential buyer. In this sense, in a private auction the pre-signing transaction timeline for a multilatina can be shorter and the transaction agreements can reflect a greater assumption of pre-closing risk. To the extent the multilatina is already in that market, due diligence timelines can also be reduced.

Another aspect that can differentiate multilatinas from other bidders in a private auction is their corporate governance. In our experience, multilatinas tend to have a more highly developed corporate governance structure than smaller local family-owned companies, because (among other reasons) they have already tapped the capital markets, which helps them to operate in several countries simultaneously as well as to secure financing to execute acquisitions. This improved corporate governance structure does not prevent multilatinas from being agile and flexible when taking strategic decisions. The strong and dynamic leadership of multilatinas is also a success factor when competing for a target in an auction. In fact, the corporate governance structures implemented by multilatinas can also assist them in their growth. In a 2017 interview with the Organisation for Economic Co-operation and Development (OECD), the CEO of Grupo Energía de Bogotá when discussing the company’s strategic corporate plan and its medium and long term goals stated that ‘this cost-effective growth strategy will be executed though investments in leading regional companies, global strategic partners, the best human talent available and corporate governance standards that abide by OECD guidelines.’^[16]

From a contract stand-point, multilatinas do not have any particular requirements or issues that differentiate them from any other multinational buyer. However, as mentioned previously, multilatinas are more adept at managing the risks of investing in Latin America and, because of their presence in the region, can easily review and assess regulatory issues. This is evidenced, for example, in the allocation of antitrust risk. In the transaction agreement, parties typically default to a ‘hell or high water’ clause, an obligation to divest up to a limit or a reasonable efforts clause without a specific obligation with respect to remedies, with the former being the most seller friendly and the latter the most buyer friendly. Unlike other bidders in a transaction, multilatinas are acquainted and familiar with the authorities and regulatory issues of the region. Therefore, they may be amenable to an equitable distribution of risk between the parties or accept a more seller-friendly provision, provided that its obligations are not excessively burdensome and do not have an economic impact that materially affects the value of the transaction, the business or its current operation.

Merger control challenges for multilatinas

Most Latin American jurisdictions have adopted some type of merger control regime, with the Dominican Republic, Guatemala, Guyana and Bolivia being the notable exceptions, as only certain sectors are regulated and the particular case of Peru, where the implementation of the newly enacted merger control rules has been delayed and is expected shortly. As multilatinas expand throughout the region, the different laws and experience of the regulations in each jurisdiction, and the lack of mandatory cooperation between regulators have added a degree of complexity to transactions in which multilatinas participate.

As the number of cross-border transactions increase throughout the region, so do the number of transactions that have a merger control component in several countries at once. For example, in 2019 Walmart announced its intention to purchase Cornershop, the largest home delivery platform in Mexico and Chile, a transaction that was subject to antitrust approval in both countries and which was opposed by the Mexican antitrust regulator. Recently, in 2020, Cornershop was acquired by Uber Technologies, a transaction also subject to regulatory approval in both countries. Other transactions include:

• the 2014 acquisition by Cosan, a Brazilian conglomerate, of America Latina Logística;
• the acquisition by Itaú of Corpbanca;
• the 2015 acquisition by Empresas Públicas de Medellín of certain assets of Antofagasta; and
• Grupo Exito’s acquisition of Libertad, a grocery chain from Argentina, as well as half of Casino Group’s interest in Companhia Brasileira de Distribuição.

These are just some examples of transactions that were subject to simultaneous merger control in several jurisdictions. In some of these cases, the formal or informal bilateral cooperation and consultation between competition authorities has proven an important tool, allowing agencies to review the effects and determine remedies, if any, and avoid potential conflicting conclusions or decisions related to competition effects and remedies.^[17] However, formal cooperation between authorities is subject to the parties consent, a confidentiality waiver or the existence of a bilateral cooperation agreement that fosters the sharing of information.

To move forward from bilateral cooperation agreements, the region’s integration initiatives have sought to create a unified process for cross-border mergers and acquisitions. The members of Mercosur advocated for common rules for merger control through the Fortaleza Protocol but the initiative was brief as the protocol was only ratified by two member states and therefore not implemented. Similarly, in the Declaration of Lima, Chile, Colombia and Peru created an informal forum to foster cooperation between each country’s competition authorities but the declaration contained no regulation regarding cross-border transactions or other firm obligations. More recently, on 29 April 2020, the members of the Andean Community approved a regulatory framework to formulate and harmonise regulatory policies for merger control. This framework seeks to promote in its member states the formulation and implementation of public policies related to antitrust matters. On a more regional level, differences in the merger control undertaken by each country, the level of development of their laws, restrictions relating to the sharing of information and the lack of mandatory information sharing practices are some of the barriers the region must overcome to implement regional merger control practices. However, this in no way is a material obstacle to the growth and expansion of multilatinas, and in some cases can even prove to be an advantage for them.

Future trends

Multilatinas span many sectors and countries in the region. In a 2018 study, the Boston Consulting Group identified 100 multilatinas from Mexico, Chile, El Salvador, Costa Rica, Panama, Colombia, Peru, Brazil and Argentina and analysed the trends and transformations in the region’s economy. Consumer product and service companies increased from 31 per cent to 44 per cent, driven by the expanding middle class; the number of commodities and manufacturing companies fell; and industrial goods companies continued steadily, although notably in greater proportion than those in the S&P 500. Moving forward, these trends are likely to continue: consumer industry and service companies will continue to grow, particularly those related to financial institutions, technology and healthcare. Owing to the decline in the price of commodities, including oil and gas, the number of manufacturing companies will decline. This is in line with S&P Global Market Intelligence September 2019 Deal Trends in Latin America Report,^[18] according to which the largest transaction was that related to financial services (Banco Santander’s acquisition of the third-party owned equity of its Mexican division), information technology emerged as the primary driver of transaction volume and transactions related to raw materials fell. According to Deloitte’s M&A in Latin America report for October 2019,^[19] M&A activity in Latin America will also be characterised by the privatisation of state-owned companies in Brazil, the increase in remittances to Mexico, a competitive plan announced by Peru and the expected rise in private consumption in Colombia. If recent transactions are any indicator, deals related to healthcare, public utilities (particularly energy), and fintech are also likely to increase. Finally, in response to the covid-19 crisis, governments in the region have increased their relief and stimulus spending, which is likely to increase the fiscal deficit. As the deficit mounts, governments will consider a wide range of options, including the privatisation of public companies. For example, the Colombian government has already announced its intention to privatise its assets in the energy sector in an effort to reduce its deficit.

The distribution of multilatinas across countries will also change. Currently, most multilatinas are in Brazil and Mexico, but they are losing ground to new entrants from Chile, Colombia, Argentina and Peru. Although Brazil has a great number of multilatinas, the study by the Boston Consulting Group shows that there was a large drop in the number of companies, mainly due to the recent economic and political instability, whereas Colombia has increased its participation thanks to a financial system that has successfully expanded across Central America.

An interesting trend is the increasing appeal of venture capital, where established firms are collaborating with innovative start-ups in what is called corporate venture capital. According to Global Corporate Venturing Analytics, in 2018 there were 1620 active corporate venture operations, in comparison to the 375 that existed in 2011. The volume of venture capital operations in Latin America is much lower than that in Asia and the United States, but in the first three quarters of 2019 the venture capital activity in the region grew 151.2 per cent from US$700 to US$1,600 million. Multilatinas, such as Grupo Sura, Empresas Públicas de Medellín, Petrobras, Grupo Bimbo and Falabella, have already embarked on corporate venture capital through corporate incubators and accelerators, scouters, venture builders and start-up acquisitions, and are likely to continue investing in all sorts of industries, particularly fintechs and companies that have undergone multiple financing rounds, such as Colombia’s Rappi, Mexico’s Clip and Brazil’s Creditas. These corporate activities, together with government programmes such as Ruta N, StartUp Peru, 500 Startups, Startup Farm, and other external factors have increased venture activity in the region, as evidenced by the number of unicorns that emerged in Latin America in the past decade.^[20] As the market matures and funding increases, venture capital deals will increase, start-ups will consolidate and become the future multilatinas. Japanese conglomerate Softbank announced the creation of a US$5 billion investment fund for Latin America and has already invested US$1 billion in Rappi, a Colombian unicorn.^[21]

Economic integration mechanisms in Latin America

The opportunities presented by regional trade agreements created incentives for multilatinas to expand rapidly. In the future, the growth and development of existing multilatinas, as well as the creation of new ones that are able to compete on a regional scale, will be determined by multiple factors, among them, the advancement in current integration processes, particularly the Pacific Alliance, and the number of countries that adhere to them, which can create investment opportunities and promote the expansion of companies.

Concern with promoting regional integration has always been the intent of policy makers in the past decades and there are several projects that seek regional integration, such as Mercosur CAN, CARICOM, UNASUR, SICA, ALBA, the Pacific Alliance, CELAC, among others, but an economic integration such as that achieved by NAFTA, the European Union and ASEAN is still not within reach. In light of this, some multilatinas are expanding within subregion free-trade areas, as defined by the Mercosur Pact (Brazil, Argentina, Uruguay and Paraguay) or the Pacific Alliance (Chile, Colombia, Mexico and Peru), both of which present a turning point in Latin America, with former Argentinian President Mauricio Macri openly finding ways to marry Mercosur and the Pacific Alliance.^[22] The next steps for the region in terms of economic integration will be addressing issues pertaining to pension funds, bank accounts, multi-jurisdictional financing of development projects, obstacles in capital flows and export diversification, with the largest gains in integration likely to come from financial sector integration: if the financial markets of Colombia, Peru and Chile merge, and afterwards combine with a larger market such as Brazil or Mexico, an array of growth opportunities could be created by diversifying investment and liquidity channels.^[23]

Multilatinas will likely closely monitor any developments in the economic integration of the region. As legal and regulatory uncertainty affect investment decisions and valuations, any step forward in this regard will promote intra-regional M&A activity. Regional alliances will also want to undertake commercial agreements with other regions. For example, the Pacific Alliance has expressed its desire to finalise negotiations with Australia, Canada, New Zealand and Singapore, which can present expansion opportunities for multilatinas outside the region.

Regulatory matters involving publicly traded multilatinas

In order to become a multilatina, capital is essential. To this end, a number of multilatinas have looked towards the capital markets for liquidity. This is evidenced by the fact that of the 30 largest multilatinas in 2019, as ranked by America Economía, only seven are privately held in their entirety. Once listed, companies can raise additional capital through the issuance of shares and are more likely to be able to execute stock for stock transactions, allowing them to expand without significantly affecting their balance sheet. For example, between 2015 and 2017, Grupo Argos executed a two-part acquisition of Odinsa, a company dedicated to the structuring, promotion, management and development of infrastructure projects in Colombia, which was partly paid in stock. By using its own equity, Grupo Argos minimised cash disbursements and limited the impact of the transaction on the company’s balance sheet. Listed companies also become subject to greater scrutiny and more regulation and therefore must adopt a sophisticated corporate governance structure. Such a corporate governance structure usually engenders the trust of investors, the public and financial institutions, increasing their profile, and more importantly, providing them more access to local and international financing sources.

Most Latin American countries have adopted securities regulations that, in the context of a purchase by a listed company, can affect the disclosure of the transaction, and in the case of the sale of a listed company can affect the due diligence, disclosure and structure of a transaction. Specifically, securities regulations in the region provide disclosure obligations in light of which parties must provide exceptions to non-disclosure and confidentiality agreements and public announcement clauses that allow the listed party to make public disclosures and respond to inquiries by a competent authority. When executing transactions with respect to listed stock, securities regulations usually include some type of mandatory tender offer rule once a certain threshold or triggering event is met. These requirements present challenges that must be addressed by the parties in the early stages of the transaction, but in no way limit the ability of multilatinas to undertake transactions and to be active participants in the M&A field.