Experian has reached an agreement to acquire ClearSale for R$ 2.065 billion, taking the anti-fraud tools company off the stock market three years after its IPO, sources familiar with the matter told Brazil Journal.
An announcement is imminent.
In the transaction, which has been under discussion for over a year, Serasa’s parent company will pay R$ 10.56 per share of ClearSale – a 23.5% premium to the market price, and over 100% compared to the price at which the share was trading when the first news about the transaction was released in March this year.
The price values ClearSale at less than half of its market cap in the IPO, in July 2021, when the market injected R$ 700 million into the company at a valuation of R$ 4.7 billion.
ClearSale shareholders will have three options: receive 100% in cash; 100% in Experian BDRs, which will be created now; or 95% in cash, 5% in BDRs, and an earnout of up to R$ 1.25 per share linked to goals set in the contract. This earnout would be paid over five years.
If ClearSale’s founder chooses the second option, receiving 100% in Experian BDRs, he would become the largest individual shareholder of the company, which is worth over $35 billion on the London Stock Exchange, according to sources familiar with the matter.
As part of the transaction, ClearSale’s founder, Pedro Chiamulera, will receive an additional R$ 100 million (R$ 20 million per year) to accept a five-year non-compete agreement. Chiamulera will also receive a fee for providing consultancy to the company during this period, assisting in the integration of the asset.
ClearSale’s business is seen as highly complementary to Experian, a global giant in information management and databases.
In Brazil, Serasa Experian is the dominant player in the credit analysis market, with a market share of over 60%.
ClearSale serves 10 of the top 10 ecommerce players in the country and 7 of the top 10 financial institutions, analyzing customer behavior to prevent fraud.
ClearSale analyzes everything from obvious frauds – like a fake link – to changes in consumer behavior that may indicate an attempted scam – for example, using a different phone than usual or buying from an unusual location.
The largest shareholders of ClearSale are Chiamulera, with 35.3% of the capital, and Innova Capital, Verônica Serra’s management company, with 17%.
ClearSale worked with BTG Pactual and Itaú BBA, and had legal advice from Stocche Forbes.
Experian was advised by Bank of America, and its legal advisor was Lefosse Advogados.
Pedro Chiamulera was advised by Fagundes, Menezes e Derraik – FM/Derraik.
Innova worked with Spinelli Advogados.
BJ ARCHIVES
April 5, 2024: ClearSale in final negotiations with Serasa
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Arwen Volkov, A graduate of the University of St. Gallen in Switzerland with a degree in International Finance, Arwen specializes in sustainable finance and green investments. She began her career at an investment bank in London, where she developed financing models for environmentally friendly projects. Known for her analytical and strategic thinking skills, Arwen is a sought-after financial consultant. In her spare time, she mentors fintech startups, contributing to their growth strategies. She is also a nature enthusiast and an amateur photographer.
