Stone and Linx Enter Into Revised Terms for Business Combination

Amended Association Agreement Represents a Compelling Opportunity for Linx Shareholders, with consideration increase to R$35.10/share, now a 47% premium to Linx unaffected¹ VWAP 60-days

Reduction of maximum break-up fee to R$454million, equivalent to 7.2% of the transaction value

Revised terms for Non-Competition and Executive Engagement Agreements

New terms of the Association Agreement approved exclusively by Linx Independent Board Members, with abstention of votes by Linx Founding Shareholders

SÃO PAULO, Brazil, Sept. 01, 2020 (GLOBE NEWSWIRE) -- 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 it has entered into revised terms of a definitive agreement for STNE Participações S.A. (“STNE”), a controlled company of Stone that holds the software investments business of the Stone group in Brazil, to merge its business with Linx S.A. (B3: LINX3; NYSE: LINX) (“Linx”), a leading provider of retail management software in Brazil (“Transaction”).

Background

On August 11, 2020, Stone announced that it has signed a definitive agreement for STNE to merge its business with Linx (“Association Agreement”). On September 1^st, 2020, in response to suggestions received from certain Linx shareholders, Independent Board members and founding shareholders, Stone executed the amendment to the Association Agreement and other related transaction documents (“Amended Agreements”). 

It is part of Stone culture to always act in the best interest of its clients, its team, shareholders and the overall society. The transaction 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.  

The Amended Agreements were approved by Linx Independent Board Members after  Stone’s independent discussions with: (i) Linx Independent Board Members on the terms of the Association Agreement and (ii) Linx founding shareholders on the terms of the Non-Competition and Other Covenants agreements, as well as the Executive Engagement agreement with Mr. Alberto Menache.  

We believe that the Amended Agreements improve the attractiveness of our transaction and addresses suggestions brought by the stakeholders mentioned above.

New Terms of the Association Agreement between Stone and Linx