ClearSale shareholders will be able to exchange their common shares through three redeemable PN options from Experian. (Experian logo 01/12/21 REUTERS/Dado Ruvic/Illustration)
The consumer data company ClearSale (CLSA3) announced this Friday (4) an agreement to be incorporated by Feels like Experianin a transaction valued at around 2 billion reais in which the shares of the first will be replaced by redeemable preferred shares of the second.
According to ClearSale's material fact, the company's shareholders will be able to exchange their common shares through three redeemable PN paper options from Experian, with the first alternative priced at 10.56 reais per share.
ClearSale's shares closed on Thursday at 8.55 reais on B3, which gives the deal announced this Friday a premium of 23.5%.
ClearSale, which claims to “have multiple solutions for risk prevention in different sectors, such as e-commerce, financial markets, direct sales and telecommunications”, is controlled by Pedro Paulo Chiamulera, with a 35.29% stake in the total. Next, Bernardo Carvalho Lustosa holds another 8.71% of the company's capital and Verônica Allende Serra 9.04%. Innova Capital is still part of the corporate structure, with 8.87%.
In the first exchange option, 100% of the redemption will be paid in cash and in a single installment. In the second, payment will be made through Experian BDRs that will be created on the London stock exchange. The redemption will be equivalent to the value of the first option
In the third alternative to be given to ClearSale shareholders, the redemption will take place with a combination of 10.03 reais and 0.53 reais upon delivery of Experian BDRs, in addition to a “retained value” of 1.25 reais to be paid in the fifth year of the conclusion of the deal.
According to ClearSale, “shareholders belonging to the control group and holders of shares representing 34.86% of the capital… communicated to the company that they will choose Option 1”.
With the deal, Experian, which bought Serasa in 2007, will expand its reach in the country. The company is currently responsible for data from more than 6.5 million daily business and consumer queries and claims to “protect” more than 2.2 billion commercial transactions every year.
ClearSale had net revenue of 504 million reais last year and a base of 7,400 active customers. According to the company, the average compound annual growth in net revenue since 2018 was 27%. The majority of the company's revenue, 62%, is obtained in Brazil.