Brookfield Asset Management Inc has withdrawn its offer to acquire 24.4% stake in the infrastructure company Invepar held by Grupo OAS SA. Other shareholders of Invepar include pension funds Previ, Petros and Funcef.

Brookfield said in a statement that its offer depended on some conditions, particularly one of them was the shareholder agreement revision, which faced opposition from the pension funds. 

Sources reported that the pension funds who together hold nearly 75 percent of the company did not agree with adjustments regarding governance proposed by Brookfield.

According to sources, the decision would mean that OAS has to publish new terms for the sale of the stake and an auction would be hold in February.

Grupo OAS filed for bankruptcy protection in March, struggling with the impact of a corruption probe at state-controlled oil producer Petróleo Brasileiro SA and other state firms. The company designed a recovery plan that was approved by creditors consisting of a series of asset sales.

The sale of the Invepar stake is key to helping OAS emerge from bankruptcy protection proceedings. Brookfield had offered to pay around US$341 million for the stake and was the preferred bidder for the purchase.

Invepar currently controls twelve concessionaires in the highway, airport and urban mobility segments.

Invepar controls the concession of Guarulhos airport. Guarulhos airport is the main airport serving São Paulo, Brazil. It is located in the municipality of Guarulhos in Greater São Paulo. In Brazil the airport was ranked first in terms of transported passengers, aircraft operations, and cargo handled, placing it as the busiest airport in Latin America by passenger traffic (36,000,000 in 2013).

Guarulhos airport concession is hold by Invepar, ACSA, OAS, and three pension funds. The consortium won the tender process in February 2012.