Shareholders Approve Inter's Corporate Reorganization and Migration to Nasdaq

Rhea-AI Summary

On November 26, 2021, Inter announced the approval of its Corporate Reorganization during its Extraordinary General Meeting, with over 82% shareholder support. The company is set to migrate from B3 to Nasdaq, following SEC approval. Shareholders can choose between receiving Level I BDRs or a cash option of R$45.84 per Redeemable Preferred Share, with a cash cap of R$2 billion. Inter aims to enhance its global presence, replicating its successful business model in the U.S. This strategic move comes alongside positive metrics, including over 15 million customers and R$60 billion in assets under custody.

Positive

• Over 82% shareholder approval for Corporate Reorganization.
• Migration to Nasdaq expected to enhance investment capacity and growth.
• Access to the largest capital market for future expansion opportunities.
• Strong customer base with over 15 million users.
• R$60 billion in assets under custody with 2 million investors.

Negative

• Cash Out Option limited to R$2 billion; if exceeded, reorganization may not proceed.

BELO HORIZONTE, Brazil, Nov. 26, 2021 /PRNewswire/ -- Inter (B3: BIDI3, BIDI4 and BIDI11) ("Inter"), a leading super app, offering financial and non-financial services to more than 15 million customers in Brazil, announced today that during its Extraordinary General Meeting (EGM) held yesterday, the Company's proposal for Corporate Reorganization was approved with more than 82% of the total outstanding shares present. Inter also received this week the approval from the US Securities and Exchange Commission (SEC) to continue with its plans to migrate from B3, the Brazilian Stock Exchange, to Nasdaq.

Next Steps – Option Period

The next step for the implementation of the transaction and listing on Nasdaq is the Option Period, during which shareholders must decide whether they want to receive their common, preferred or Units shares as Level I BDRs, backed by Class A Shares issued by Inter Platform ("BDR Option"), or if they want to receive the amount in cash in accordance with the valuation report prepared by PwC. The defined amount is R$45.84 per Redeemable Preferred Share, corresponding to 3 (three) times the value per preferred and/or common share of Inter ("Cash Out Option").

See below the main highlights of the two Options:

BDR Option:

• Shareholders wishing to receive BDRs will not need to complete any specific form.
• Shareholders who choose to receive the BDRs may, shortly thereafter, convert the BDRs to receive Class A Shares directly. A brokerage firm that allows clients to buy and sell shares in the US will be necessary to convert the BDRs. Inter announced last Friday that it will launch its free international home broker on the Super App later this year.
• The conversion of BDRs will be subsidized by Inter for 30 days.
• The shareholder opting for the BDR Option will be able to trade its shares issued by Inter on B3 until the effective implementation of the Corporate Reorganization, when the BDRs will then be delivered.

Cash Out Option:

• The Cash Out option was created to allow exit for investors whose mandates do not allow holding BDRs or shares abroad.
• A maximum limit of R$2 billion was defined for the Cash Out Option; this means that if this limit is exceeded, the Corporate Reorganization will not be implemented. Therefore, if the majority chooses to receive the cash amount, shareholders who opted for Cash Out do not receive the amount.
• The shareholders who opt for Cash Out will not be able to trade their shares issued by Inter on B3 from the final day of the option until the effective implementation of the Corporate Reorganization, at which time they will receive the amount corresponding to the Cash Out.

During the Option Period, shareholders who chose the Cash Out Option may migrate to the BDR Option and vice versa, if such possibility is provided by the shareholder's custody agent. After the Option Period, there will be no migration between the two Options. The shareholder that does not choose during the Option Period, or follow the procedures to be published by Inter for exercising the Cash Out Option, or exercise the Withdrawal Right, will receive the BDR Option.

Repositioning Inter as a global player, listed next to global players

The Corporate Reorganization process is strategic for Inter, its customers, partners and shareholders. The goal is to reposition Inter as a global player and replicate its successful business model implemented in Brazil in several other countries, starting with the United States. The first steps in this direction were taken with the USEND acquisition recently announced. Inter will have the advantage of having a solid structure and customer base, accelerating the process to become a full global digital platform.

The listing of shares on Nasdaq will give Inter access to the largest capital market in the world, allowing the Company to increase its investment capacity and growth in all business lines under a more efficient capital structure and greater liquidity. It will also enable the participation in future expansion opportunities in international markets, such as acquisition of strategic assets, consolidation and business combinations.

Important milestones in Inter's performance

• More than 15 million customers, with an average of 33 thousand new accounts opened per business day
• 2 million investors at Inter Invest, with R$60 billion in assets under custody
• 700,000 active insurance customers at Inter Seguros, which offers a portfolio of 18 products
• 2.4 million active customers in the last 12 months at Inter Shop, who can shop for more than 279 thousand available products without leaving the Super App
• 1 million SMEs and Individual Micro-Entrepreneurs (MEI) clients at Inter Empresas

Additional information

Inter would like to thank its shareholders for the approval of the Corporate Reorganization at the EGM. For more information about the next steps, follow our social networks or our Investor Relations website: ri.bancointer.com.br.

About Inter 
More than a digital bank, this is a super app that simplifies people's lives: Inter has reinvented itself and creates everyday products and services for its more than 15 million customers, whether that's taking care of people's finances, shopping online or earning cashback. Everything comes together in the same app; it's simple and fully digital. Inter offers complete services in banking, investments, credit and insurance, in addition to a virtual mall that brings together the best retailers in Brazil and the United States. The company has a broad credit portfolio of R$16 billion, shareholders' equity of R$8.6 billion, and R$33.7 billion in total assets.

Contacts:

Grayling
Lucia Domville / Katie Conroy
M +1 646. 824.2856/ +1 530.680.2772
Katie.Conroy@grayling.com / Lucia.Domville@grayling.com

 

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SOURCE Inter

FAQ

What was the outcome of Inter's Extraordinary General Meeting on November 26, 2021?

The meeting resulted in over 82% shareholder approval for the Corporate Reorganization.

What is the Cash Out Option for Inter's shareholders?

Shareholders can opt for a cash payment of R$45.84 per Redeemable Preferred Share, capped at R$2 billion.

How does Inter's migration to Nasdaq affect its shareholders?

The migration is expected to increase investment capacity, liquidity, and opportunities for global expansion.

What are Inter's key metrics as of the latest press release?

Inter has over 15 million customers and R$60 billion in assets under custody.

What are the next steps after the approval of Inter's Corporate Reorganization?

Shareholders must decide between receiving BDRs or opting for the Cash Out during the Option Period.