Ecopetrol advances in the acquisition of an equity stake in Brava Energia S.A. through the launch of a tender offer in Brazil

Ecopetrol (NYSE:EC) launched a voluntary tender offer on Brazil’s B3 to buy up to 116,110,717 Brava Energia (BRAV3) shares at R$23.00 each, about 25% of Brava’s capital and a 20.9% premium over the 90‑day VWAP.

Rhea-AI Summary

Ecopetrol (NYSE:EC) launched a voluntary tender offer on Brazil’s B3 to buy up to 116,110,717 Brava Energia (BRAV3) shares at R$23.00 each, about 25% of Brava’s capital and a 20.9% premium over the 90‑day VWAP.

The offer, part of a transaction that could give Ecopetrol a 51% controlling voting interest in Brava, is open until June 25, 2026, subject to regulatory approvals and conditions. Ecopetrol plans to finance the acquisition with a bridge loan and expects benefits in reserves, production, EBITDA and ROACE.

Positive

• Tender offer at R$23.00 per share with 20.9% premium to 90-day VWAP
• Offer targets 116,110,717 Brava shares, approximately 25% of share capital
• Transaction aims to provide Ecopetrol a 51% controlling voting interest in Brava
• Acquisition expected to enhance reserves, production, EBITDA and ROACE metrics
• Expansion of Ecopetrol’s presence and high-growth asset base in Brazil

Negative

• Acquisition financing expected via bridge loan, increasing short-term leverage needs
• Closing remains subject to regulatory approvals and conditions precedent
• Tender offer and acquisition processes limited to Brazilian jurisdictional framework

Argus May 26 session

+7.29% close to close Open Argus

Details

News Market Reaction – EC

On May 26, the day this news came out, EC closed 7.29% above the previous close.

Data tracked by StockTitan Argus for the May 26 session.

Market Context

On May 26, the day this news came out, the stock closed 7.3% above the previous close. A strong posi...

Analysis

On May 26, the day this news came out, the stock closed 7.3% above the previous close. A strong positive reaction aligns with Ecopetrol’s pattern of using acquisitions to expand reserves, production and geography. Prior M&A headlines saw an average move of +0.4%, with some sharp gains and pullbacks. Investors may weigh integration and financing via the bridge loan, as well as Ecopetrol’s broader deal pipeline, when assessing how durable any upside from the Brava tender offer could be.

Key Figures

Tender offer price: R$23.00 per share Shares targeted: 116,110,717 shares Stake via TO: 25% of shares +5 more

Tender offer price

R$23.00 per share

Voluntary tender offer for Brava Energia shares

Shares targeted

116,110,717 shares

Common shares of Brava Energia sought in tender offer

Stake via TO

25% of shares

Portion of Brava Energia’s issued and outstanding shares

Premium to 90-day VWAP

20.9%

Premium over Brava’s 90-day VWAP

Target controlling interest

51% voting interest

Planned controlling stake in Brava Energia upon completion

Offer period end

June 25, 2026

Date when tender offer auction will take place

Hydrocarbon production share

More than 60%

Share of Colombia’s hydrocarbon production attributed to Ecopetrol

ISA stake

51.4% of shares

Equity interest in ISA previously acquired by Ecopetrol

Previous Acquisition Reports

5 past events · Latest: May 20

Same Type 5 events

1. May 20

   Wind cluster acquisition

   24h Move

   -0.6%

   Purchase of 49% in JK1 and JK2 wind projects for USD 25.5M.

2. Apr 23

   Brava stake agreement

   24h Move

   +0.8%

   Share Purchase Agreement and planned tender offer for Brava control.

3. Nov 28

   Solar portfolio talks

   24h Move

   +1.3%

   Negotiations to acquire up to 88.2 MWp in Colombian solar projects.

4. Nov 13

   Solar assets acquisition

   24h Move

   +3.8%

   Acquisition of ~0.6 GW solar portfolio for USD 157.5M to support strategy.

5. Jul 07

   Wind project acquisition

   24h Move

   -3.3%

   Acquisition of Windpeshi wind project covering 8–9% of energy demand.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, VWAP, bridge loan, EBITDA, +3 more

7 terms

tender offer financial

"launched a voluntary Tender Offer (TO) on Brazil's B3 stock exchange"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

VWAP financial

"premium of approximately 20.9% over the Company's 90-day VWAP prior"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

bridge loan financial

"consideration for this acquisition is expected to be financed through a bridge loan"

A bridge loan is a short-term loan used to quickly provide funds until a larger, long-term financing option is in place. It acts like a temporary bridge, helping individuals or businesses cover immediate expenses or complete transactions without delay. For investors, it’s important because it offers quick access to cash but often comes with higher costs and short repayment periods.

EBITDA financial

"expects to generate positive impacts on reserves, production, EBITDA, ROACE"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

View in glossary

ROACE financial

"expects to generate positive impacts on reserves, production, EBITDA, ROACE"

Return on Average Capital Employed (ROACE) measures how efficiently a company turns the money it uses to run the business into profit, averaging the capital base over a period to smooth out swings. For investors, it’s a way to compare how well different firms generate returns on the funds invested in the company—like judging which garden produces more crop per dollar spent on seeds and tools—helping assess quality and capital allocation over time.

U.S. Securities Exchange Act of 1934 regulatory

"and Section 21E of the U.S. Securities Exchange Act of 1934, as amended"

A U.S. federal law that acts as the rulebook for trading and reporting by public companies, securities exchanges and market participants; it created the agency that enforces those rules. It requires ongoing public disclosure of financial results and major events, sets standards to prevent fraud and insider trading, and governs how markets operate—think of it as the referee and scorekeeper that helps investors see reliable, timely information and trust the fairness of the market.

Securities and Exchange Commission regulatory

"neither the U.S. Securities and Exchange Commission (the "SEC") nor any U.S."

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BOGOTA, Colombia, May 26, 2026 /PRNewswire/ -- Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) announces that today its Brazilian subsidiary, Ecopetrol Investimentos do Brasil LTDA, after obtaining approval from B3, launched a voluntary Tender Offer (TO) on Brazil's B3 stock exchange at a price of R$23.00 per share to acquire 116,110,717 common shares of Brava Energia S.A. (B3: BRAV3) ("Brava" or the "Company"), representing approximately 25% of its issued and outstanding shares. This offer price represents a premium of approximately 20.9% over the Company's 90-day VWAP prior to the date of this announcement.

This TO forms part of the transaction announced on April 23, 2026, which, subject to the Share Purchase Agreement and the satisfaction of applicable conditions precedent, would result in Ecopetrol acquiring a controlling voting interest of 51% in the Company.

The TO will remain open until June 25, 2026 (inclusive), date on which the auction will take place. The transaction is subject to applicable regulatory approvals and applicable conditions precedent, all of which are disclosed in the document published today on B3 in Brazil.

The results of the TO, as well as any other material developments related to the closing of this acquisition, will be publicly disclosed in due course. Additionally, as previously announced by Ecopetrol, consideration for this acquisition is expected to be financed through a bridge loan. Upon completion of the transaction, Ecopetrol expects to generate positive impacts on reserves, production, EBITDA, ROACE, among other metrics, while expanding its presence in Brazil, diversifying its high-growth asset base, and strengthening its international portfolio.

------------------------------------- 

This document is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell, or a recommendation to buy or sell any securities in any jurisdiction. The tender offer described herein is being conducted exclusively in the Federative Republic of Brazil, in accordance with applicable Brazilian law and regulations.

The tender offer is not being made, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States, and the District of Columbia). No securities referenced herein have been or will be registered under the U.S. Securities Act of 1933, or under the securities laws of any state or other jurisdiction of the United States, and neither the U.S. Securities and Exchange Commission (the "SEC") nor any U.S. state securities commission has approved or disapproved of the tender offer or the securities described herein, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense under the laws of the United States.

------------------------------------- 

Ecopetrol is the largest company in Colombia and one of the main integrated energy companies in the American continent, with more than 19,000 employees. In Colombia, it is responsible for more than 60% of the hydrocarbon production of most transportation, logistics, and hydrocarbon refining systems, and it holds leading positions in the petrochemicals and gas distribution segments. With the acquisition of 51.4% of ISA's shares, the company participates in energy transmission, the management of real-time systems (XM), and the Barranquilla - Cartagena coastal highway concession. At the international level, Ecopetrol has a stake in strategic basins in the American continent, with Drilling and Exploration operations in the United States (Permian basin and the Gulf of Mexico), Brazil, and Mexico, and, through ISA and its subsidiaries, Ecopetrol holds leading positions in the power transmission business in Brazil, Chile, Peru, and Bolivia, road concessions in Chile, and the telecommunications sector. 

This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements, whether made in this release or in future filings or press releases, or orally, address matters that involve risks and uncertainties, including in respect of the Company's prospects for growth and its ongoing access to capital to fund the Company's business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration, and production activities, market conditions, applicable regulations, the exchange rate, the Company's competitiveness and the performance of Colombia's economy and industry, to mention a few. We do not intend and do not assume any obligation to update these forward-looking statements. 

For more information, please contact: 

Investor Relations Office 
Email: investors@ecopetrol.com.co  

Head of Corporate Communications (Colombia)
Marcela Ulloa
Email: marcela.ulloa@ecopetrol.com.co 

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SOURCE Ecopetrol S.A.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Ecopetrol’s tender offer for Brava Energia (B3: BRAV3) announced in May 2026?

Ecopetrol launched a voluntary tender offer to buy up to 116,110,717 Brava Energia common shares at R$23.00 per share. According to Ecopetrol, this represents about 25% of Brava’s capital and a 20.9% premium over the 90-day VWAP.

How could the Brava Energia acquisition affect Ecopetrol (NYSE:EC) ownership and control?

The tender offer is part of a transaction that could give Ecopetrol a 51% controlling voting interest in Brava Energia. According to Ecopetrol, this controlling stake depends on satisfying a share purchase agreement and applicable conditions precedent.

When does Ecopetrol’s tender offer for Brava Energia shares close on B3?

The tender offer is scheduled to remain open until June 25, 2026, inclusive, when the auction will occur. According to Ecopetrol, final results and any material developments related to closing the acquisition will be disclosed publicly in due course.

How is Ecopetrol financing the Brava Energia acquisition, and what does it mean for investors?

Ecopetrol expects to finance the Brava Energia acquisition using a bridge loan. According to Ecopetrol, this structure supports the transaction while the company anticipates positive impacts on reserves, production, EBITDA and ROACE after completion, subject to regulatory approvals and other conditions.

What premium is Ecopetrol offering in the Brava Energia tender offer?

Ecopetrol’s offer price of R$23.00 per Brava Energia share reflects a 20.9% premium over Brava’s 90-day VWAP before the announcement date. According to Ecopetrol, this premium applies to the 116,110,717 common shares targeted in the offer.

What strategic benefits does Ecopetrol expect from acquiring Brava Energia shares?

Ecopetrol expects the Brava Energia transaction to expand its Brazilian presence and diversify its high-growth asset base. According to Ecopetrol, completion should positively influence reserves, production, EBITDA and ROACE while strengthening its broader international energy portfolio.