Material Fact – Acquisition of EZ Commerce
LINX S.A. (B3: LINX3), pursuant to the paragraph 4 of article 157 of Law 6404, of December 15, 1976, as amended and in force (“Brazilian Corporate Law”), and the Normative Regulation 358, of January 03, 2002, as amended, hereby informs the market and Shareholders the acquisition of DCG Soluções Para Venda Digital S.A, owner of the EZ Commerce brand (“EZ Commerce“), through the signing, on June 22, 2018, of a Purchase and Sale of Shares Agreement by Linx Sistemas e Consultoria Ltda. (“Linx”), a subsidiary of the Company and the owners of EZ Commerce.
EZ Commerce is one of the leaders in e-commerce platforms, with hundreds of e-commerce customers, integration with marketplaces and a Software as a Service (SaaS) business model. EZ Commerce estimated gross sales for 2018 are BRL18.0 million.
For the acquisition, Linx will pay BRL49.0 million in one installment. Additionally, subject to the achievement of financial and operating targets, Linx could pay up to BRL18.0 million between the years of 2018 and 2020.
This acquisition is aligned with the Company’s strategic objectives and is an important step to strengthen the e-commerce and Omni Channel offerings strategy. Together with OMS and personalization, reengagement and advertising offerings, Linx continues to grow its online solutions portfolio, which can be hired either integrated and represent an important growth opportunity.
The acquisition was approved by the Company´s Board of Directors on the date of the Contract signing, pursuant to article 23, item (xxviii) of the Company’s Bylaws, with approval Shareholders´ Meeting being waived, since this acquisition is not covered by the article 256 of the Brazilian Corporate Law (Lei das Sociedades por Ações).
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