Brazil’s Azzas 2154 Splits Into Three, Not Two
Brazil · RETAIL
Key Facts
- —The deal Azzas 2154 will break into three, not two, under an agreement signed on 2 September 2026.
- —Arezzo&Co Alexandre Birman takes Arezzo, Schutz, Anacapri, Vans, Carol Bassi and Hering.
- —SOMA Roberto Jatahy takes Animale, NV, Maria Filó, Cris Barros, Reserva, Oficina and Foxton.
- —Farm Farm and Fábula go into a jointly owned company, 57.4% Arezzo&Co and 42.6% SOMA.
- —Why The two founders sued each other in May 2026 and filed rival arbitrations.
- —Value lost The company was worth 10.23 billion reais at the merger and 3.39 billion by 31 July 2026.
A merger barely two years old, unwound after the two founders took each other to court. And a third company nobody expected.
Azzas 2154, the Brazilian fashion group formed by merging Arezzo&Co and Grupo SOMA, is coming apart. Its two founders signed a separation agreement on 2 September 2026.
The result is three companies rather than two. And the merger it unwinds is barely two years old.
Three Companies, Not Two
The deal has two legal steps. Azzas is first split in part.
The two founding blocs then swap shares, so each founder ends up concentrated in his own company.
The two listed companies revive the old names, Arezzo&Co and SOMA. SOMA will need a fresh listing on B3’s Novo Mercado segment.
The third piece is the surprise. Farm and Fábula go into a separate company owned 57.4% by Arezzo&Co and 42.6% by SOMA.
Farm is the group’s most valuable international asset. Azzas had already hired Morgan Stanley to look at selling it, at a price talked about near a billion dollars.
Who Takes What
Alexandre Birman’s side keeps the footwear heart of the business. That is Arezzo, Schutz, Anacapri, the Vans licence and the Alexandre Birman label.
He also takes Carol Bassi and Hering, the mass-market clothing chain Grupo SOMA had bought in 2021. Hering was one of the businesses the two men argued about.
Roberto Jatahy’s side takes the womenswear and menswear brands. Those are Animale, NV, Maria Filó, Cris Barros, Reserva, Oficina and Foxton.
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What Shareholders Actually Get
Shareholders outside the two founding blocs receive shares in both new companies. They end up holding 67.87% of each, in the same proportion they held before.
The founders do not. After the split they swap holdings, which is the whole point of the exercise.
Birman’s bloc lands with 32.13% of Arezzo&Co and a residual 6.18% of SOMA. Jatahy’s bloc lands with 25.95% of SOMA.
The Fight That Caused It
This was not a quiet disagreement. It ran through the Brazilian courts and two arbitration panels in public.
The chairman Pedro Parente brokered a truce in June 2025 over strategy, inventory levels and how fast Hering should expand. Parente later left, replaced by Nicola Calicchio.
In August 2025 the group merged its men’s and women’s divisions under Ruy Kameyama. Jatahy moved out of an operating role and became chief brand officer.
Kameyama departed in April 2026. The reorganisation that followed on 22 April is what broke the peace.
Court, Then Arbitration
Jatahy sued Birman on 8 May 2026 in Rio’s seventh business court. He asked the judge to protect his role and freeze the structure as it stood on 22 April.
The court granted that on 13 May, and Birman’s appeal to the Rio appeal court was refused. Birman then filed an arbitration claim at B3’s arbitration chamber on 14 May.
He argued Jatahy had broken the shareholders’ agreement. Jatahy filed his own claim the next day, challenging the reorganisation and seeking damages.
The company disclosed both disputes to the market on 20 and 21 May. Five days later shareholders re-elected both men to executive roles.
The Merger That Is Being Undone
Arezzo and Grupo Soma shareholders approved the merger on 18 June 2024. The conditions were satisfied by 31 July, and the shares began trading as AZZA3 on 1 August 2024.
Alexandre Birman has been chief executive throughout. Jatahy ran womenswear, then became chief brand officer, and was never group chief executive.
What It Has Cost
Azzas was worth 10.23 billion reais (US$1.98 billion) when the merger completed. By 31 July 2026 it was worth 3.39 billion reais (US$657 million).
That is a fall of about 67% while the Ibovespa rose 39%. Roughly 6.84 billion reais of value went in two years.
Revenue was 14.7 billion reais in 2025, with net profit of 770.7 million reais. First-quarter 2026 revenue fell 8% and recurring profit almost halved.
The shares opened 8.5% higher on 2 September and hit the exchange’s maximum move limit. They had been down more than 40% over the year to that point.
What Happens Next
Nothing is final. The split needs board approval, a shareholder vote, clearance from the competition regulator Cade, and a new B3 listing for SOMA.
No completion date has been announced, and no new ticker symbols exist yet. Neither founder made a public statement on the day.
Frequently Asked Questions
What is Azzas 2154 splitting into?
Three entities, not two. Arezzo&Co goes to Alexandre Birman, SOMA to Roberto Jatahy, and the Farm brands go into a company the two will own jointly.
Who gets which brands?
Birman takes Arezzo, Schutz, Anacapri, Vans, Alexandre Birman, Carol Bassi and Hering. Jatahy takes Animale, NV, Maria Filó, Cris Barros, Reserva, Oficina and Foxton.
What happens to Farm?
Farm and Fábula go into a separate company owned 57.4% by Arezzo&Co and 42.6% by SOMA. The two sides have said they are open to selling it or bringing in an investor.
Why did the founders fall out?
A reorganisation in April 2026 cut Roberto Jatahy’s operating role. He sued in May, won an injunction, and both men then filed arbitration claims against each other.
When does the split happen?
No date has been set. It needs board and shareholder approval, clearance from the competition regulator Cade, and a fresh listing for SOMA on B3.
Connected Coverage
Sources: Azzas 2154 fato relevante of 2 September 2026; CAM-B3 arbitration filings 325/26; TJRJ records; Money Times; Seu Dinheiro; Brazil Journal; NeoFeed; InvestNews; Exame. Converted at 5.1570 reais to the dollar, the Banco Central PTAX selling rate for 1 September 2026.
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