We communicate, in compliance with the provisions of Art. 157, §4, of Law 6,404/76 and CVM Instruction 358, that signed, on this date, the Sale and Purchase Agreement (“SPA”) to acquire, directly, 100% of the capital of Itaú Administração Previdenciária Ltda., which includes all operations from Itaú Soluções Previdenciárias (“ISP”). ISP is one of the main providers of software and services to the private pension segment and presented gross revenues of R$ 50.0 million in the last 12 months ended on 30 June 2020.
The acquisition price will be R$ 82.0 million, consisting of a cash installment of R$ 33.6 million, to be paid at the closing date, and a term installment of R$ 48.4 million, to be paid in 5 annual installments from the 1st anniversary of the closing.
The signing of the SPA was authorized by the Board of Directors of the Company, pursuant to Art. 12, paragraph “n”, of the Bylaws, and the closing of the transaction will be subject to compliance with the usual conditions for this type of operation, under the terms established in the SPA.
In compliance with Article 256 of Law 6,404/76, we inform that the transaction will be submitted to the approval of the Company’s shareholders at a general meeting to be called in the coming weeks, since this transaction represents a relevant investment in the Company’s view. Pursuant to Article 137 of Law 6,404/76, the right to withdraw may be exercised, upon reimbursement of the value of their shares, valued at the book value of R$ 6.00 per share based on the balance sheet for the period ended on 31 March 2020, the shareholder that (i) voted contrary to the approval of this acquisition, who abstained from voting or who did not attend the said meeting, (ii) was evidently the holder of shares on the date of this material fact, (iii) claiming the reimbursement to the Company within the term up to 30 days from the publication of the minutes of the said general meeting.
Finally, the deadline and procedures that the dissenting shareholders must adopt will be detailed in the management proposal of the meeting above mentioned and the Company will keep everyone informed about the next steps of this transaction.
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