Azzas 2154 to Split into Two Independent Companies Following Shareholder Agreement

Azzas 2154 announced a corporate reorganization plan on Wednesday that will divide the fashion retail giant into two independent, publicly traded companies: Arezzo&Co and Soma. The agreement between major shareholders Alexandre Birman and Roberto Jatahy ends a period of conflict over governance and strategic direction. The reorganization is subject to approval by the Administrative Council for Economic Defense (Cade) and the B3 stock exchange, with completion expected during the first quarter of 2027.

Arezzo&Co will be led by Birman and will include brands such as Arezzo, Schutz, Anacapri, Vans, Alexandre Birman, Carol Bassi, and Hering. Soma will be led by Jatahy and will concentrate brands including Animale, NV, Maria Filó, Cris Barros, Reserva, Oficina, and Foxton. A separate entity will be created for Farm Rio, with Arezzo&Co holding 57.4 percent and Soma holding 42.6 percent. Farm Rio will maintain independent management and governance, and the partners are continuing a financial evaluation of the brand with Morgan Stanley.

Following the reorganization, Birman will hold 32.13 percent of Arezzo&Co and 6.18 percent of Soma. Jatahy will hold 25.95 percent of Soma and no stake in Arezzo&Co. Other shareholders will maintain their relative proportions of ownership in both new companies. The agreement also includes the termination of existing legal disputes and arbitration proceedings between the two partners.

Market reaction was positive, with Azzas shares rising over 11 percent shortly after the announcement. The stock reached a high of 12.28 percent, leading gains on the Ibovespa index.