Discussions between EFX and ACSP resumed in mid-October and on October 26 and 27, 2022, representatives of EFX, including Mr. Begor, met in person with representatives of ACSP in Brazil to discuss the proposed transaction. Following these meetings, and throughout November 2022, discussions among the parties and their advisors continued, largely focused on the same matters discussed above.
On November 2, 2022, the EFX board of directors held a special meeting to discuss the status of the negotiations, an overview of Boa Vista’s business and the macro-economic environment in Brazil, and the proposed terms of the transaction, which were an offer of R$8.00 per share or an aggregate purchase price of up to R$4.0 billion, consisting of a combination of cash, EFX Common Shares issued in the form of BDRs, and EFX Brasil Common Shares.
On December 1, 2022, the EFX board of directors was provided with an update on the proposed material terms and conditions of the transaction and, by means of written resolution, the EFX board of directors unanimously approved the potential transaction, substantially on the terms presented, and delegated authority to EFX management to make an offer on this basis and to negotiate the definitive terms of the transaction and the related documentation.
On December 2, 2022, EFX and ACSP reached an agreement on the key terms of a potential transaction:
| • | | EFX would offer to acquire Boa Vista through a Merger of Shares valued at R$8.00 per share, paid in either equity or cash, or both, at the option of each Boa Vista shareholder, and |
| • | | ACSP would sign a 15-year agreement to provide certain rights to EFX Brasil with respect to non-competition, strategic advice and reselling Boa Vista’s products and services after the consummation of the transaction in exchange for certain annual fees. |
On December 8, 2022, EFX submitted a non-binding proposal to the board of directors of Boa Vista, outlining the proposed Transaction, including the Merger of Shares. EFX presented the Transaction as providing Boa Vista shareholders with immediate liquidity, a substantial premium and an opportunity to exchange part of their Boa Vista stake into a globally diversified EFX stock.
On December 18, 2022, Boa Vista publicly announced that it had received EFX’s offer and that it would be analyzing and negotiating the potential Transaction.
On December 19, 2022, EFX issued a press release and made other public comments about the potential Transaction and, in accordance with applicable laws and regulations, EFX filed a notice to the market with the SEC, confirming that EFX had made an offer to the Boa Vista board of directors for a merger of shares between EFX Brasil and Boa Vista.
On December 22, 2022, legal representatives of EFX delivered an initial draft of the Merger Agreement to legal representatives of Boa Vista. During the period from December 22, 2022 through February 9, 2023, representatives of EFX, Boa Vista and ACSP held a number of further discussions and engaged in negotiations regarding the terms and conditions of the Transaction and definitive agreements. These discussions and negotiations focused on key financial and non-financial terms of the Transaction such as price, the scope and terms of the exclusivity provisions, the amount and triggers of any break fees to be paid by Boa Vista or EFX and EFX Brasil, the closing conditions with respect to the Transaction, the terms of interim operating covenants, exclusivity, termination fees, and representations and warranties to be reflected in a potential merger agreement and obligations of ACSP to support and vote in favor of the Transaction.
On February 2, 2023, the EFX board of directors received updates with respect to the Transaction, including updates relating to the process, valuation and next steps. As part of these updates, the EFX board reviewed a summary of feedback from Boa Vista investors and summary diligence findings.
On February 9, 2023, EFX, EFX Brasil and Boa Vista entered into the Merger Agreement setting forth the final terms of the proposed Transaction.
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