The Cade's General Superintendence approved without restrictions Sabesp's acquisition of Emae control in a R$ 1.13 billion deal. Phoenix fund, owned by Nelson Tanure which held the shares, alleged irregularities, but the request was denied. The deal still requires Aneel approval.
The General Superintendence of the Administrative Council for Economic Defense (Cade) approved on Monday (15) Sabesp's purchase of control of the Metropolitan Water and Energy Company (Emae) without restrictions. The deal involves acquiring 74.9% of the voting capital and 29.9% of the total capital of Emae for R$ 1.13 billion, including 75.8% of ordinary shares held by the Phoenix fund, owned by Nelson Tanure, and 64.47% of preferred shares from Eletrobras.
Emae was privatized in April 2024, when Phoenix won the auction for over R$ 1.04 billion, competing against France's EDF and Matrix Energia. To finance the purchase, the fund issued debentures, with Vórtx as fiduciary agent and Macadâmia FIM, managed by XP, as creditor. Due to default on interest payments, Vórtx executed the guarantees in October, accelerating the debt and enabling the sale of shares to Sabesp in a joint operation with Vórtx and XP.
Phoenix sought to intervene in the Cade process as a third party, accusing Sabesp and Vórtx of 'gun jumping,' meaning premature operational integration and exchange of sensitive information before approval. The fund claimed Vórtx influenced Emae and accessed competitively sensitive data, constituting 'prior consummation.' It also questioned interconnections between Sabesp and Equatorial group boards, which has controlled 15% of Sabesp since July 2024.
Sabesp countered that access to sensitive information is 'impossible,' as there is no competition between Equatorial/Sabesp and Emae. The Cade report concluded no competition risk: concentration is below 30%, with no monopoly power in energy, hydraulic systems, or water supply markets. 'Sabesp is limited in its water capture activity by the limits of the grant issued by the state of São Paulo,' the document states. Equatorial operates in the North and Northeast, not São Paulo.
The acquisition is strategic for Sabesp, ensuring water security in the São Paulo Metropolitan Region by integrating reservoirs like Guarapiranga and Billings. Emae, founded in 1998 as a remnant of the Eletropaulo privatization, manages four power plants with 960.8 MW installed capacity, including the Henry Borden complex (889 MW), and operates reservoirs such as Billings, Guarapiranga, Rio das Pedras, and Pirapora. In 2024, it had revenue of R$ 621.4 million; from January to September 2025, profit of R$ 353.5 million, with 376 employees.
The case proceeds to Aneel review on December 18. Tanure also challenged the operation in court.
