São Paulo – Panko frying pan (BPAN4) stated that it signed an agreement to include all shares
Issued by Mosaico (MOSI3), which owns the Zoom, Buscapé and Bondfaro brands, and owns the largest e-commerce content and sales platform in Brazil.
Once approved by the general meetings of Pan and Mosaico, the transaction will be executed through a consolidation of the shares issued by Mosaico by PAN, with 101,276,624 new preferred, registered and restricted shares issued at no face value for Pan to be delivered to Mosaico shareholders, at an exchange rate of 0.8 time (MOSI3/BPAN4).
As a result, Pan will own the entire share capital of Mosaico and the existing shareholders of Mosaico will hold 7.8% of the share capital of Pan Corporation.
Also within the scope of the Mosaico stock consolidation, Mosaico shareholders will receive 21,099,296 subscription warrants issued by PAN, with each bonus entitlement to 0.166667 BPAN4 shares. The condition for exercising the Subscription Orders is that as of this date and within 30 months of closing the deal, the trading price of BPAN4 shares at the end of 3 consecutive trading sessions of B3 remained at a value greater than R$24.00.
“The exchange relationship was freely negotiated between the managements of Mosaico and Pan as independent parties. Within the scope of the transaction, the founding shareholders of Mosaico and the controlling shareholder Banco Pan undertook a voting obligation in order to comply with the partnership agreement,” the company stated.
Mosaico’s founding shareholders will become non-statutory pan-China executives, one of whom will be a member of the board of directors and the other chairman of the e-commerce commission, with a remuneration consistent with that of the other executives and directors of Pan.
In addition, Mosaico’s founding shareholders will be subject to (i) a foreclosure of their shares which will expire within 18 to 30 months of the closing of the transaction, and (ii) a non-competition obligation, which is not subject to any type of remuneration.
Carlos Eduardo Guimarães, CEO of Banco Ban, said in an interview with Reuters that the deal accelerates the bank’s plans to have a market for its 12.5 million customers, while Mosaico also plans to add financial services to its 22 million-user platform.
According to Banco Pan, the new market was born with a total turnover of 4.2 billion Brazilian Reals (GMV) annually and 400 stores. Pan will launch a credit card in partnership with Cashback and will integrate the business with the (newly purchased) Mobiauto platform.
Bradesco BBI estimates that the acquisition is positive for Banco Pan, as it combines a banking strategy with a local technology company. The deal should allow the bank not only to improve its products with a technology company, but also to tap into the relevant customer base. As such, we believe the transaction reflects Banco Pan’s strategy to grow its market and increase transactions, which in turn should translate into improvements in customer monetization,” the company’s analysts assess.
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