Atlanta based Equifax has made an offer to the Boa Vista Serviços Board of Directors to acquire all outstanding shares of Boa Vista Serviços (BOAS3: SAO), the second largest consumer credit bureau in Brazil, for R$8.00 per share, implying an estimated total enterprise value of R$3,103 million, or USD$583 million based on a USD/BRL exchange rate of 5.3180 (PTAX as of December 15, 2022). If accepted, this proposal would deliver compelling value to Boa Vista Serviços shareholders by providing immediate liquidity, a substantial 89 percent premium over the closing price on December 15, 2022, and an opportunity to exchange part of their Boa Vista Serviços stake into a globally diversified Equifax stock. This acquisition would expand Equifax capabilities in the large and fast-growing Brazilian market and would offer Boa Vista Serviços access to Equifax's expansive global capabilities and cloud-native data, products, decisioning and analytical technology for the rapid development of new products and services, and expansion into new vertical industries.
"Equifax has been an investor in Boa Vista Serviços since 2011, and with this acquisition, we would bring powerful new insights to Brazilian lenders and service providers that would help them better understand their customers and promote greater financial inclusion," said Mark W. Begor, CEO of Equifax. "We have a strong track record of reinvesting in strategic bolt-on M&A transactions to broaden and strengthen Equifax, having invested more than $3.5 billion in 12 acquisitions during the past 24 months. This transaction aligns with our EFX2025 strategic priorities and would mark an exciting new global chapter for both Equifax and Boa Vista Serviços customers and employees while providing Boa Vista Serviços shareholders immediate liquidity with a substantial 89 percent premium. We look forward to working with Boa Vista Serviços and its Board of Directors and executing a definitive merger agreement as quickly as possible."
Under the terms of the proposal, Equifax would offer all Boa Vista Serviços shareholders the option to receive (1) R$8.00 per share in cash, (2) a combination of cash and Brazilian Depositary Receipts ("BDRs") representing shares of Equifax common stock or (3) a combination of shares of Equifax Brasil common stock and cash or Equifax BDRs. This offer is not subject to any financing contingency and was made with the support and agreement of Associação Comercial de São Paulo (ACSP), the largest shareholder of and the provider of differentiated data to Boa Vista Serviços, who is expected to have ownership of up to 20 percent in the combined Brazilian company (Equifax Brasil). Combined, Equifax and ACSP have voting control of over 40 percent of Boa Vista Serviços and are aligned in completing the transaction. ACSP would also enter into a 15-year agreement with Boa Vista Serviços to provide exclusive access to its data, refrain from competing with the Boa Vista Serviços business and provide consulting and regulatory support services to Boa Vista Serviços. Equifax currently holds approximately 10 percent of Boa Vista Serviços' shares and ACSP holds approximately 30 percent.
This proposal represents an 89 percent premium to the closing stock price of Boa Vista Serviços on December 15 and a 185 percent premium to Boa Vista Serviços' Enterprise Value based on such closing price on December 15. The proposal also represents a 65 percent premium to the volume weighted average trading price of Boa Vista Serviços for the 30 trading days ending on December 15.
The transaction is subject to review and approval by the Boa Vista Serviços Board of Directors. If approved by the Boa Vista Serviços Board of Directors, the transaction would be subject to Boa Vista Serviços shareholder approval and other customary closing conditions. Following the completion of the proposed transaction, Boa Vista Serviços would become a subsidiary of Equifax Brasil.