Brazilian holding company Fictor Holding Financeira has entered an agreement to acquire Banco Master, marking its debut in the Brazilian financial market. The deal, backed by a consortium of investors from the United Arab emirates and a planned capital injection of R$3 billion (approximately $600 million USD), comes after Brazil’s Central Bank blocked a previous acquisition attempt by Banco de Brasília (BRB) last September [[1]]. Pending regulatory approval,the transaction paves the way for Banco Master to be rebranded as Banco Fictor.
Fictor Holding Financeira announced Monday, January 17, the acquisition of Banco Master.
The deal, led by Fictor and a consortium of investors from the United Arab Emirates, remains subject to approval from Brazil’s Central Bank and the Administrative Council for Economic Defense (Cade), Fictor said in a statement. The move signals Fictor’s entry into the Brazilian financial market, a sector ripe for consolidation and new competition.
The transaction includes an immediate capital injection of R$3 billion (approximately $600 million USD) to strengthen Banco Master’s capital structure, according to the company. Upon completion of the regulatory steps, the consortium will acquire 100% of the shares from Daniel Vorcaro, the controlling shareholder of Banco Master, and will elect a new president for the institution, Fictor added.
“This is a private transaction with complementary players with a global reach. Banco Master has proven its strength and resilience over the past few months, overcoming significant challenges,” said Vorcaro in a statement. “The combination of our current products with Fictor’s extensive distribution network will position the new bank as a leader in the Brazilian market, which desperately needs new players and healthy competition. Ultimately, the customers will benefit.”
According to the filing with the Central Bank, the plan includes changes to the bank’s bylaws, the formation of a new board, and a name change to Banco Fictor.
Fictor Group operates in the infrastructure, food, and financial sectors, with a portfolio of over 30 companies across Brazil, the United States, and Europe.
“This operation represents Fictor’s entry into the Brazilian financial market. We remain aligned with the best governance practices, focusing on the distribution of solid products designed to respond accurately to the demands of the national market. We maintain what has always guided our trajectory: investing in the real economy,” said Rafael Góis, a partner at Fictor Holding Financeira.
Banco Master clarified in a statement that the transaction does not include Willbank and Banco Master de Investimentos, which are currently under negotiation with separate investors.
Previous Acquisition Attempt
The acquisition follows a failed attempt by Banco de Brasília (BRB) to acquire Banco Master in September. The Central Bank rejected BRB’s bid for the struggling lender.
In March, BRB’s board had approved an agreement to purchase 49% of Banco Master’s common shares, 100% of its preferred shares, and consequently, 58% of Banco Master’s total capital, equivalent to R$23 billion in assets, and a voting seat on the board.
BRB was prepared to disburse an amount equivalent to 75% of Banco Master’s net equity to complete the transaction.
The General Superintendence of the Administrative Council for Economic Defense (Cade) had previously approved the deal without restrictions.
Sources told CNN Brasil that the Central Bank’s rejection of the BRB acquisition was primarily due to succession risk. This concern arises when a buyer potentially inherits the seller’s liabilities and responsibilities, even if they aren’t formally included in the deal.
In the case of Banco Master, regulators feared that problematic assets and debts outside the scope of the transaction could end up being linked to BRB after the acquisition, compromising its financial stability.
