Linx Extraordinary General Meeting Approves Business Combination With Stone

SÃO PAULO, Brazil, Nov. 17, 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 the Linx Extraordinary General Meeting held on this date approved the business combination between STNE Participações S.A. (“STNE”), a controlled company of Stone that holds the software investments business of the Stone group in Brazil and Linx S.A. (B3: LINX3; NYSE: LINX) (“Linx”), a leading provider of retail management software in Brazil (“Transaction”).

The Linx Extraordinary General meeting (“ESM”) held today deliberated on Stone’s Transaction and voted in favor of the following:

	(a)	Approval of the Protocol and Justification of Merger of the Shares issued by Linx S.A. by STNE Participações S.A.” (“Protocol and Justification”) and the merger of the totality of Linx issued shares by STNE Participações S.A;
	(b)	Approval of the waiver for STNE to list in Novo Mercado, within the scope of the Merger of Shares, as set forth in article 46, sole paragraph, of the Rules of Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão;
	(c)	Approval of the waiver for STNE to carry out the tender offer of Linx issued shares, as set forth in article 43 of Linx’s Bylaws, within the scope of the proposed corporate reorganization set forth within the Protocol and Justification.

With the approval by the Linx Shareholders in the ESM, the Transaction is now pending antitrust (CADE) approval and certain other conditions as set forth below.

We are very excited with this combination and believe this Transaction is the best outcome for all stakeholders, including Linx´s clients, shareholders and employees.

Approvals

The implementation of the Transaction is conditioned upon, among other things: (i) prior approval by the Brazilian antitrust authority (CADE); (ii) 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; (iii) approval by the STNE shareholders of the redemption of the mandatorily redeemable preferred shares granted to Linx’s shareholders in exchange for cash and/or Stone Class A common shares at a shareholders meeting of STNE; (iv) the Stone BDRs shall be registered with the CVM and admitted to trading at B3 and (v) the effectiveness by the United States Securities and Exchange Commission (“SEC”) of Stone's registration statement on Form F-4 in respect of the Stone Class A common shares to be issued to Linx shareholders. Regarding condition (v), on October 5, 2020, the SEC declared Stone’s Form F-4 effective. On condition (ii), the Linx shareholders voted in favor of the Transaction and each necessary approval in support thereof on November 17^th, 2020 at the Linx ESM.