We communicate, in compliance with CVM Instruction 358, the indirect acquisition of the totality of quotas issued by ADSPrev – Administração e Desenvolvimento de Sistemas Ltda. (“ADSPrev”).
ADSPrev provides software for the private pension entities segment and reported gross revenues of R$ 7.3 million in the last 12 months ended on 30 Sep. 2018.
The initial acquisition price will be R$ 14.0 million, consisting of a Cash Payment of R$ 12.0 million (R$ 10.3 excluding estimated debts) paid today, and a Deferred Payment of R$ 2.0 million to be paid in five annual installments starting from the first closing anniversary.
The final acquisition price may be increased by an Earn-Out of up to R$ 4.0 million to be paid in 2021, subject to the achievement of a goal.
The signing of the Share Purchase Agreement was authorized by the Company’s Board of Directors, and the hypotheses covered by Article 256 of Law 6,404/76 were not verified.