Equifax Inc. (NYSE: EFX) has filed a registration statement with the U.S. Securities and Exchange Commission (SEC) in connection with the company’s acquisition of Boa Vista Serviços, which is reportedly the second-largest credit bureau in Brazil.
Equifax and Boa Vista Serviços “entered into a Merger Agreement on February 9, 2023.”
Filing the registration statement with the SEC is “an important step in being able to issue Equifax Brazilian Depository Receipts (BDRs) and Equifax do Brasil S.A. (Equifax Brasil) common shares to Boa Vista Serviços shareholders.”
Mark W. Begor, CEO of Equifax, said:
“We are energized to continue progress towards the closing of the acquisition of Boa Vista Serviços. The strategic combination of our organizations will allow us to expand in the large and fast growing Brazilian market and bring Equifax cloud technology and products to provide new insights for Brazilian lenders and service providers to help meet the needs of the approximately 34 million unbanked or underbanked consumers in Brazil, The transaction also provides immediate liquidity at a compelling premium to Boa Vista Serviços’ shareholders.”
Once declared effective by the SEC, Equifax will be able “to issue BDRs to Boa Vista Serviços shareholders in connection with the closing of the merger.”
Under the terms of the Merger Agreement, Equifax will “offer all Boa Vista Serviços shareholders the option to receive (1) R$8.00 per share in cash, (2) R$7.20 in cash and 0.0008 of an EFX BDR representing an equivalent fraction of one share of Equifax common stock or (3) R$5.33 of Equifax Brasil common shares and R$2.67 in either cash or 0.0027 of Equifax BDRs.”
This price represents “an 89 percent premium to the closing stock price of Boa Vista Serviços on December 15, 2022, the last unaffected trading day prior to the issuance of the notice to the market by Boa Vista Serviços acknowledging receipt of the Equifax acquisition proposal, and a 185 percent premium to Boa Vista Serviços’ enterprise value based on such closing price on December 15, 2022.”
The closing is “subject to Boa Vista Serviços’ shareholder approval and the satisfaction of other customary closing conditions, and is expected to occur by the end of the second quarter of 2023.”
BofA Securities is “serving as financial advisor to Equifax,” and Hogan Lovells US LLP and Machado Meyer Advogados are “acting as legal counsels to Equifax.”