Linx’s Board Approves Call of Extraordinary Shareholders Meeting and Issues a Voting Recommendation in Favor of Stone’s Transaction

SÃO PAULO, Brazil, Oct. 02, 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 Linx’s Board has approved to call the Linx Shareholders Meeting to consider Stone´s business combination with Linx (the “Transaction”).

Following the announcements on August 11, 2020 and September 1, 2020 regarding the Transaction, Stone announces that Linx’s Board has (i) approved the issuance of a Call Notice for an Extraordinary Shareholders Meeting (“ESM”) to consider the Transaction, to be held on November 17, 2020; (ii) issued a voting recommendation to its shareholders for the acceptance of Stone’s transaction; and (iii) approved and issued the Transaction merger protocol (“Protocolo de Incorporação”), confirming the key terms of the Transaction.

Linx has also released a series of documents providing the details of its Board and independent board members voting recommendation for the acceptance of Stone’s transaction. During the process of recommendation to Linx´s shareholders, Linx´s board and independent board members took into consideration different aspects not only of the Transaction with Stone but also the proposal made to Linx by Totvs, a Brazilian software company.

According to the Minutes of Linx’s Board Meeting held on October 1, 2020, the recommendation of the board considered different factors, among which:

“(a) the conditions of the Totvs Proposal which create uncertainties related to the maintenance of the amount to be paid for the Linx shares;

(b) the information of BR Partners that, based on the financial evaluation prepared by request of the Independent Committee, indicated that, in comparison with the Totvs Proposal, the Stone Transaction presents, on the date of the analysis, a more advantageous economic result for the Company’s shareholders;

(c) the respective and different fairness opinions presented by BR Partners and Goldman Sachs, which concluded on their dates that exclusively under an economic-financial standpoint, the terms and conditions of the Stone Transaction, pursuant to the Association Agreement and the Protocol and Justification, were fair to the Company’s shareholders, subject to the assumptions, procedures and matters considered and the qualifications and limitations regarding the evaluation as disclaimed during their preparation, given that Goldman Sachs’ fairness opinion was presented orally and later confirmed through the delivery of a written opinion dated as of October 1, 2020;