Petrobras Forces Showdown in High-Stakes Braskem Control Sale Battle

Petrobras, Brazil’s state-run oil titan, has ignited a corporate power struggle by demanding a formal role in the regulatory review of Braskem’s control sale. Latin America’s largest plastics producer hangs in the balance as Nelson Tanure’s $1.38 billion bid for Novonor’s 50.1% stake faces fierce opposition from Petrobras, which owns 47% of Braskem’s voting shares. With Brazil’s industrial sovereignty at stake, this clash could redefine the nation’s chemical supply chain.

Petrobras Demands Regulatory Voice in Braskem Sale

Petrobras petitioned Brazil’s Administrative Council for Economic Defense (Cade) on August 8, 2025, to join its review of Tanure’s acquisition. Novonor—formerly Odebrecht—seeks urgent liquidity to settle $2.47 billion in bankruptcy debts. Though Cade greenlit Tanure’s bid in July 2025, Petrobras retains veto leverage through two legal rights: first refusal (matching Tanure’s offer) or tag-along (forcing him to buy its shares identically). CEO Jean Paul Prates confirmed decisions will hinge on “technical and financial analysis,” not emotion. Petrobras’ stake grants it unparalleled influence; analysts note its board representation remains disproportionate to its near-majority ownership.

Why Braskem’s Fate Impacts Brazil’s Industrial Spine

Braskem isn’t just another asset—it’s Brazil’s chemical lifeline. The company supplies 60% of the nation’s thermoplastic resins, essential for packaging, medical devices, and auto parts, while relying on Petrobras for raw materials like naphtha. After a $114 million Q1 2025 profit reversed 2024’s catastrophic losses, unresolved liabilities from the Maceió environmental disaster loom large. Salt mining-induced land subsidence there displaced 60,000 residents, with cleanup costs estimated at $2 billion by Brazil’s Environment Ministry (2024). Tanure’s restructuring expertise could redirect Braskem’s strategy, but Petrobras insists any owner must prioritize national supply-chain stability over profit.

Banks, Tag-Along Rights, and a Battlefield

The deal faces multiple tripwires:

• Creditor Veto Power: Banks holding Novonor’s shares as collateral—including BNDES, Bradesco, and Banco do Brasil—must approve the sale. With shares undervalued relative to Novonor’s debts, their consent is non-negotiable.
• Petrobras’ Endgame: Industry sources hint Petrobras may invoke tag-along rights to complicate Tanure’s bid or negotiate board control. Its goal? To prevent supply disruptions threatening 15,000 Braskem jobs and Brazil’s $50 billion plastics market.
• Regulatory Wildcards: Cade’s review, now including Petrobras, will assess market concentration risks. A 2025 Instituto de Estudos Industriais report warns that Tanure’s lack of chemical-sector experience heightens operational uncertainty.

The Braskem sale transcends boardroom chess—it’s a fight for Brazil’s industrial independence. Petrobras’ intervention ensures Cade weighs national interests against financial expediency. As creditors, regulators, and giants collide, stakeholders must demand transparency: The winner will control the plastics underpinning Brazil’s economy.

Must Know

Q: Why does Petrobras oppose Nelson Tanure’s Braskem acquisition?
A: Petrobras owns 47% of Braskem and relies on it to consume its petrochemicals. Tanure’s restructuring plans could disrupt supply chains or sideline Petrobras’ influence. The state giant seeks proportional board power to safeguard national interests.

Q: What is the Maceió disaster’s impact on the Braskem sale?
A: Braskem’s salt mining caused land collapse in Maceió, displacing thousands. With $2 billion in unresolved liabilities (per Brazil’s Environment Ministry), buyers inherit massive costs. Petrobras argues this demands an owner with proven environmental remediation experience.

Q: Can Petrobras legally block the Braskem sale?
A: Indirectly. Its “tag-along” right could force Tanure to buy its 47% stake—potentially making the deal unaffordable. Alternatively, Petrobras could exercise “first refusal” to buy Novonor’s stake itself, though this isn’t its stated goal.

Q: How do banks influence the Braskem control sale?
A: BNDES, Bradesco, and others hold Novonor’s Braskem shares as loan collateral. Since the shares’ value trails Novonor’s debts, these banks wield veto power over any sale terms.

Sources Cited:

• Brazilian Administrative Council for Economic Defense (Cade), July 2025 ruling.
• Petrobras Q2 2025 financial statement (August 2025).
• Brazil Environment Ministry, “Maceió Subsidence Liability Assessment,” December 2024.
• Instituto de Estudos Industriais, “Braskem Acquisition Risks,” May 2025.
• Court filings: Novonor Bankruptcy Proceedings, Rio de Janeiro (2024–2025).