Cinthia Maria Ambrogi – GC Powerlist
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Brazil 2023

Healthcare

Cinthia Maria Ambrogi

General counsel and compliance officer | Oncoclinicas Brazil

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Brazil 2023

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Cinthia Maria Ambrogi

General counsel and compliance officer | Oncoclinicas Brazil

What are the most significant cases or transactions that your legal team has recently been involved in? 

Recently, the internal legal team worked on issuing debentures, M&A with the purchase of a company in the US, entry of an equity fund with a 25% interest and relevant tax reviews. The RIG team had a strong role in post-pandemic movements, changes in government and the compliance team revised the code of ethics and updated internal policies considering international standards such as FCPA and BBAct. 

Did the pandemic lead to a lasting increase in the interaction your legal team has with the strategic plans of the company?   

No Grupo Tigre temos reuniões semanais do Time de liderança, no qual eu participo. Durante a pandemia, tínhamos reunião diária como Comitê de crise e certamente nos proporcionou um mergulho nos temas, gerando maor entendimento do negócio. Mesmo com o término da pandemia, seguimos participando das reuniões do time de liderança com constante relacionmaneto com as áreas do negócio. 

At Grupo Tigre we have weekly meetings of the leadership team, in which I participate. During the pandemic, we had a daily meeting as a crisis committee and it certainly provided us with a dive into the issues, generating a better understanding of the business. Even with the end of the pandemic, we continue to participate in meetings of the leadership team with constant relationship with the business areas. 

As we live in a fast-paced world today, what skills will a corporate legal team need to succeed in the modern in-house industry? 

We need to add value to the environment in which we operate. So, I understand that the quality of thought, relevant questions, looking forward is essential. We can’t just focus on solving problems, but look preventively and be an integrative legal team, which must relate with the company’s culture. 

Oncoclinicas’ IPO, in august 2021, was an amazing experience! The transaction was completed in less than 120 days to register Oncoclinicas as a publicly held company in Brazil, with international efforts in US.

We successfully raised 2.7MM Brazilian Reais for a primary and a secondary destination, mainly to use the fund of the primary to invest in non-organic growth (M&A) and capex investments to develop the organic growth as well. On top of the complexity of the entire offer itself, the preparation of the DD, the interactions w/ CVM and B3, the short term to prepare all the documents, financials, interactions with the auditors, advisors, local and foreign lawyers from the side of the company and the bank syndicate.

If an IPO is complex and difficult to put in place by itself, doing it remotely, having everybody at home due to pandemic it was even harder. The exercise of the soft skills played a crucial role in getting the job done. Communication, teamwork, adaptability, self-management were crucial.

Seven strategic M&A transactions were signed in 2021, (four after the IPO) totalling more than 30 units added to the platform. Unity acquisition was a transforming M&A deal of a holding company and over 25 oncology clinics in different States acquired at once by Oncoclinicas, through and incorporation of shares and cash payment. A complex deal that required an ordinary process under CADE – Brazilian antitrust authority and several contractual documents and corporate documents, compliance with various CVM regulation on top of local law. Amount involved as of approximately 1.5bn Brazilian Reais.

We also completed a legal area reorganisation post IPO, including a complete review of job titles, profiles, scopes, and salary ranges in order to allow the legal team to meet the requirements of a publicly held company, to integrate various acquisitions made in a short time frame, to embrace them in our internal processes and to deploy compliance and culture.

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