We communicate, that we signed, on this date (i) an agreement to acquire, directly, 100% of the capital of Simply Sistemas S.A. and Dendron Tecnologia S.A. (jointly, “Simply”); and (ii) an agreement to acquire, directly, 60% of the capital of Homie do Brasil Informática Ltda. (“FEPWeb”).
The acquisitions will be submitted to approval by the Company’s Extraordinary General Meeting, yet to be called, as they consist of relevant investments. The right of withdrawal will not be allowed to the dissenting shareholder in these deliberations. The delivery of shares of its own issuance was approved by the Company’s Board of Directors Meeting on this date, which minute is available at the websites ri.sinqia.com.br, www.cvm.gov.br and www.b3.com.br. The closings will be subjected to the fulfillment of conditions usual in this type of transaction.
Acquisition of Simply
Simply is specialized in solutions for process automation, mainly digital opening of accounts and acquisition of financial products. Its solutions for capture, analysis, and document validation through artificial intelligence are used by more than 50 clients, including several digital banks and fintechs. The company recorded net revenues of R$ 17 million, growth of 50% over the previous year, and EBITDA of R$ 6 million in the twelve months ended on September 30, 2020.
In compensation for the acquisition of shares issued by Simply, on the closing date, the Company will pay R$ 34,000,000.00 in cash and R$ 22,000,000.00 in shares, delivering 1,001,108 shares of its own issuance held in treasury and/or acquired through the 6th Shares Buyback Program. Additionally, the Company may pay up to R$ 12,000,000.00 in cash, subject to the achievement of certain gross revenues goals over the fiscal years of 2021, 2022 and 2023.
Acquisition of FEPWeb
FEPWeb is a reference in solutions for the digital formalization of transactions. Its solutions for the control of powers & signatures and digital signatures are used by more than 55 clients, including several digital banks and 13 of the 20 biggest global banks. The company recorded net revenues of R$ 13 million, growth of 33% over the previous year, and EBITDA of R$8 million in the twelve months ended on December 31, 2020.
In compensation for the acquisition of 60% of the quotas issued by FEPWeb, on the closing date, the Company will pay R$ 23,040,000.00 in cash and R$ 15,360,000.00 in shares, delivering 698,956 shares of its own issuance held in treasury and/or acquired through the 6th Shares Buyback Program. Additionally, the Company shall buy the remaining 40% until July 31, 2025, through a purchase option with strike price linked to gross revenues and EBITDA margin over the fiscal year of 2024.
Constitution of the Sinqia Digital unit
The founders of Simply and FEPWeb become shareholders of the Company and members of the executive team of its subsidiaries, leading their respective businesses, which constitute a new unit called Sinqia Digital. Through this unit, Sinqia will offer horizontal technology solutions, in the SaaS model, to its entire base with more than 500 clients in the verticals Banks, Funds, Pension, and Consortium.
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