Meliuz S A : Strategic alliance between Méliuz and banco BV
January 03, 2023 at 08:38 am EST
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January, 2023
From asset heavy
to asset light:
Moving Méliuz to a leaner model, based on growth and with a lower costs & expenses structure.
Opportunity to remove constraints and grow faster (e.g. capital requirements, credit risk, among others)
Accelerate financial services payback while having a leaner cost base and faster cash generation
Reinforce positive engagement flywheel between financial services and shopping products
Maintain an excellent user experience across all our products, inside Méliuz' ecosystem
Bringing a partner with expertise in key areas, such as risk management and fraud prevention
Méliuz | Banco BV
2
Méliuz and BV agreed on a strategic alliance, bringing complementary strengths to Méliuz' operations
Alliance structure
Commercial Bankly
agreement transaction
Minority
Call option
investment
investment
BV complementary strengths
Fortress Balance Sheet
Extensive experience in consumer credit
Strong financial service portfolio
Established banking as a service infrastructure
Méliuz | Banco BV
3
Commercial agreement & Bankly transaction:
Main remuneration mechanisms
for Méliuz
with the Commercial Agreement
Positive impacts from Bankly transaction¹
Remuneration for each card issued
Potential cash inflow of
R$ 210 milion²
Remuneration for each account activated
Continue to offer the customer experience in the Méliuz's app
Remuneration by a percentage of each transaction (TPV)
No risk with credit, loans and other financial products
percentage of the volume of originated loans
Significant cost & expenses reduction
Méliuz | Banco BV
4
The transaction is subject to corporate and regulatory approvals. ² Enterprise Value.
Minority investment & call option investment¹:
Corporate structure
After BV minority
prior transaction
investment in Méliuz
Reference
Free Float
Reference
Free Float
shareholders²
shareholders²
¹ The transaction is subject to corporate and regulatory approvals;
² Reference shareholders: Israel Salmen, André Amaral, Lucas Marques and Org Investments.
BV will purchase a minority stake of 3.85% in Méliuz, from Israel Salmen, André Amaral and Lucas Marques.
BV and the Reference Shareholders of Méliuz will indicate together a member to the Méliuz's Board of Directors.
BV's call option to purchase 100% of Méliuz's shares from Israel Salmen, André Amaral, Lucas Marques, Davi Holanda and Org Investments LLC in 24 months, which represents 20.95% of the Company.
After six months of signed contracts, the exercise price per share will be the higher between: (i) R$1.50 adjusted for CDI, or ii) weighted average price by volume from the last 30 trading sessions, with a 10% discount.
If the call option is executed, BV will also make a public offer to purchase all remaining shares of Méliuz, with the same conditions of the call options
Méliuz | Banco BV
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Meliuz SA published this content on 03 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2023 13:37:04 UTC.
Meliuz SA is a Brazil-based Iinternet services provider. Through the digital platform, the Firm offers free discount coupons from over 800 partners, including Brazilian online stores, as well as companies engaged in tourism, leisure, education, transportation, insurance, gastronomy and other services. Meliuz provides also financial services such as credit cards, issued in partnership with BancoPan SA, and cashback programs, returning part of an amount spent on purchases directly into consumersâ bank accounts. The Companyâs platform consists of a portal/website, a mobile application and an extension plugin for Chrome and Firefox browsers.