Inter shares go up with resolution on corporate reorganization

(Disclosure)

SAO PAULO – Inter’s shares (BIDI4;BIDI11) closed with increases, respectively, of 4.7% and 3.7% on voting day to resolve on the reorganization of the bank’s corporate structure, which aims to migrate its shareholder base from Banco Inter SA to Inter Platform Inc., which will be listed on Nasdaq.

Within the scope of the corporate reorganization, the bank’s shareholder can choose to convert shares into share receipts (BDRs) or exercise the right of withdrawal with receipt in cash (cash out).

It is worth remembering that once the cash-out option is chosen, the shareholder will not be able to trade his shares on B3 (BIDI3, BIDI4, BIDI11) until receiving the amount referring to his shares. Inter’s BDRs will now be traded on B3 with the ticker BIDD31, informed the company.

After the market closed, the company informed in a material fact that the resolution was approved with the favorable vote of holders of more than 82% of the outstanding shares present at the meeting.

Additionally, he informed that the consummation of the transaction is subject to the following conditions:

  • Approval of the corporate acts of the AGE Reorganization by the Central Bank of Brazil;
  • Approval of admission to trading of Class A Shares with Nasdaq; and
  • Verification that the total amount to be disbursed for the payment of the option cash out will not exceed the amount of R$ 2 billion, “and this condition may be waived by HoldFin and Inter, if the Board of Directors of Inter determines, after a reasoned assessment, that the waiver is in the best interest of Inter and of its shareholders.”

Operation rationale

In the context of the corporate reorganization, for every 3 common and/or preferred shares issued by Inter, 1 redeemable preferred share issued by HoldFin will be delivered, that is, 0.33333 redeemable preferred share will be delivered for each 1 common or preferred share issued by issue of Inter.

In addition, for each 1 Inter unit, 1 redeemable preferred share issued by HoldFin will be delivered, “subject to the adjustments provided for in the protocol and justification (replacement ratio)”.

“The company will disclose, on this date, a notice to shareholders containing information regarding the exercise of the right of withdrawal and the option Cash-Out (as defined in the protocol and justification) within the scope of the corporate reorganization, as well as the estimated timetable for completion of the corporate reorganization”, stated the relevant fact.

Repercussion of the reorganization of Inter

Bradesco BBI highlights that BIDI11 shares are being traded at a considerable discount (20%) in relation to the withdrawal option of R$45.84 per unit, potentially increasing the risk of the volume of shareholders opting for the option to exceed the total value. provided for in the R$ 2 billion restructuring proposal.

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In addition, the US Securities and Exchange Commission (SEC) approved yesterday (24) the corporate restructuring of Inter (BIDI11). This is one of the conditions to enable the migration of the shareholder base to the Nasdaq Stock Exchange, in New York.

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