Stone Announces That It Will Pursue the Issuance of Brazilian Depositary Receipts ("BDR")

SÃO PAULO, Brazil, Sept. 22, 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 will pursue the issuance of Brazilian Depositary Receipts (“BDR”).

Following the announcements on August 11, 2020 and September 1, 2020 regarding Stone's business combination with Linx (the “Transaction”), on September 22, 2020, Stone announced that it will pursue the issuance of BDRs. This will enable holders of shares of Linx traded in the Brazilian market to receive Stone BDRs as part of the consideration to be paid by STNE Participações S.A. to Linx shareholders in the context of the Transaction.

This will be one of the first sponsored BDR – Level I programs in Brazil following recent changes in BDR regulation by CVM (Comissão de Valores Mobiliários), Brazilian securities and exchange commission.

Approvals         

The implementation of the Transaction is conditioned upon, among other things: (i) the effectiveness by the United States Securities and Exchange Commission (“SEC”) of Stone's registration statement on Form F-4 in respect of its Class A shares to be issued to Linx shareholders; (ii) prior approval by the Brazilian antitrust authority (CADE); (iii) approval by the Linx shareholders at the Linx ESM, authorization for STNE to not list in the Novo Mercado, and exemption for STNE to carry out the tender offer provided for in Section 43 set forth in Linx’s bylaws; and (iv) approval of the Transaction by the STNE shareholders, at a shareholders meeting of STNE.

We do not expect the Transaction to generate antitrust concerns.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.