StoneCo Ltd. (Nasdaq: STNE) (“Stone”), a leading provider of
financial technology solutions that empower merchants to conduct
commerce seamlessly across multiple channels, today announces that
Linx’s Board has approved to call the Linx Shareholders Meeting to
consider Stone´s business combination with Linx (the
“Transaction”).
Following the announcements on August 11, 2020 and September 1,
2020 regarding the Transaction, Stone announces that Linx’s Board
has (i) approved the issuance of a Call Notice for an Extraordinary
Shareholders Meeting (“ESM”) to consider the Transaction, to be
held on November 17, 2020; (ii) issued a voting recommendation to
its shareholders for the acceptance of Stone’s transaction; and
(iii) approved and issued the Transaction merger protocol
(“Protocolo de Incorporação”), confirming the key terms of the
Transaction.
Linx has also released a series of documents providing the
details of its Board and independent board members voting
recommendation for the acceptance of Stone’s transaction. During
the process of recommendation to Linx´s shareholders, Linx´s board
and independent board members took into consideration different
aspects not only of the Transaction with Stone but also the
proposal made to Linx by Totvs, a Brazilian software company.
According to the Minutes of Linx’s Board Meeting held on October
1, 2020, the recommendation of the board considered different
factors, among which:
“(a) the conditions of the Totvs Proposal which create
uncertainties related to the maintenance of the amount to be paid
for the Linx shares;
(b) the information of BR Partners that, based on the financial
evaluation prepared by request of the Independent Committee,
indicated that, in comparison with the Totvs Proposal, the Stone
Transaction presents, on the date of the analysis, a more
advantageous economic result for the Company’s shareholders;
(c) the respective and different fairness opinions presented by
BR Partners and Goldman Sachs, which concluded on their dates that
exclusively under an economic-financial standpoint, the terms and
conditions of the Stone Transaction, pursuant to the Association
Agreement and the Protocol and Justification, were fair to the
Company’s shareholders, subject to the assumptions, procedures and
matters considered and the qualifications and limitations regarding
the evaluation as disclaimed during their preparation, given that
Goldman Sachs’ fairness opinion was presented orally and later
confirmed through the delivery of a written opinion dated as of
October 1, 2020;
(d) the impossibility of a precise evaluation of the gains
resulting from synergies among Totvs and Linx, due to Totvs’
decision not to present the detailing of such information with the
Independent Committee;
(e) greater chance of approval, or of approval without any
restrictions, of the Stone Transaction by CADE, or even the
hypothesis of approval with restrictions, being such restrictions
less burdensome in the Stone Transaction in comparison to the Totvs
Proposal, pursuant to the presented legal opinions;
(f) the uncertainty about the binding nature of the Totvs
Proposal, considering the conditions it imposes on the maintenance
of the proposal validity;
(g) the term is still uncertain regarding the effectiveness of
Form F-4 regarding Totvs Proposal;
(h) the confirmation that the penalties included in the
Association Agreement with STNE are valid, usual in this type of
operation and reasonable considering the circumstances of the case
at hand, and that they do not create any undue lien to the
Company’s shareholders regarding their voting rights related to the
operation;
(i) that the lack of penalties in Totvs Proposal for withdrawal
and noncompliance with the obligations by Totvs makes the Company
insecure; and
(j) that after considering all the abovementioned factors, the
comparison between the proposals, whether carried out in this
moment or after the effectiveness of Totvs’ Form F-4, it shows that
Stone Transaction is the one that best meets the interests of the
Company and its shareholders, involving an important amount and a
lower level of legal and financial
uncertainty”
After evaluating the
aspects above, as
detailed in the Minutes
of the Linx’s Board Meeting as well as the Minutes
of the Linx’s Independent
Committee Meeting as of October
1, 2020, Linx’s
Board, its Independent
Board Members and Linx management
recommended
Linx’s shareholders to
vote favorably for
a transaction with Stone
at Linx’s ESM
to be held on November
17, 2020.
Stone remains confident that the business combination with Linx
represents a significant value creation opportunity for all
stakeholders and will help accelerate Stone’s mission of empowering
Brazilian merchants of all sizes to manage their business more
effectively through technology.
Approvals
The implementation of the Transaction is conditioned upon, among
other things: (i) the effectiveness by the United States Securities
and Exchange Commission (“SEC”) of Stone's registration statement
on Form F-4 in respect of its Class A shares to be issued to Linx
shareholders; (ii) prior approval by the Brazilian antitrust
authority (CADE); (iii) approval by the Linx shareholders at
the Linx ESM, authorization for STNE to not list in the Novo
Mercado, and exemption for STNE to carry out the tender offer
provided for in Section 43 set forth in Linx’s bylaws; (iv)
approval of the Transaction by the STNE shareholders, at a
shareholders meeting of STNE; and (v) the StoneCo Brazilian
Depositary Receipts shall be registered with the CVM and admitted
to trading at B3.
We do not expect the Transaction to generate antitrust
concerns.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
In connection with the Transaction, Stone and Linx have filed
relevant materials with the SEC including a registration statement
of Stone on Form F-4. The Form F-4 contains a prospectus and other
documents. INVESTORS AND SECURITY HOLDERS OF STONE AND LINX ARE
URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
STONE, LINX AND THE TRANSACTION AND RELATED MATTERS. The Form F-4
and all other documents filed with the U.S. SEC in connection with
the Transaction will be available when filed, free of charge, on
the U.S. SEC’s website at www.sec.gov. In addition, the Form F-4
and all other documents filed with the U.S. SEC in connection with
the Transaction will be made available, free of charge, to U.S.
shareholders of Stone on Stone’s website at
http://www.stone.co.
FORWARD LOOKING STATEMENTS
This communication contains certain statements that are
“forward-looking” statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934. Words such as “anticipate”, “believe”, “continue”,
“could”, “estimate”, “expect”, “hope”, “intend”, “may”, “might”,
“should”, “would”, “will”, “understand” and similar words are
intended to identify forward looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the Transaction. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. For example, the expected timing and likelihood of
completion of the Transaction, including the timing, receipt and
terms and conditions of any required governmental and regulatory
approvals of the Transaction that could reduce anticipated benefits
or cause the parties to abandon the Transaction, the ability to
successfully integrate the businesses, the occurrence of any event,
change or other circumstances that could give rise to the
termination of the agreements relating to the Transaction, the risk
that the parties may not be able to satisfy the conditions to the
Transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the Transaction, the risk that any announcements relating to the
Transaction could have adverse effects on the market price of the
shares of Stone or Linx, the risk that the Transaction and its
announcement could have an adverse effect on the ability of Stone
and Linx to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers and on
their operating results and businesses generally, the risk that
problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the risk that
the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies, and other factors. All such factors are difficult to
predict and are beyond Stone’s control, including those detailed in
Stone’s annual reports on Form 20-F and current reports on Form 6-K
that are available on its website at http://www.stone.co and on the
SEC’s website at http://www.sec.gov. Stone’s forward-looking
statements are based on assumptions that Stone believes to be
reasonable but that may not prove to be accurate. Stone undertakes
no obligation to publicly release the result of any revisions to
any such forward-looking statements that may be made to reflect
events or circumstances that occur, or which we become aware of,
except as required by applicable law or regulation. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
Contact:
Investor Relations
investors@stone.co
https://investors.stone.co/
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