Shareholders Approve Inter's Corporate Reorganization and Migration to Nasdaq
To list in the US, Inter will rename the company to Inter&Co
BELO HORIZONTE, Brazil, May 12, 2022 /PRNewswire/ -- Banco Inter S.A. (B3: BIDI3, BIDI4 and BIDI11) ("Inter"), a leading super app, offering financial and non-financial services to more than 18 million customers in Brazil, announced that during its Extraordinary General Meeting (EGM) held today, the Company's proposal for Corporate Reorganization was approved by more than 85% of the total outstanding shares present. The US Securities and Exchange Commission (SEC) had already approved earlier this month the amendment to the registration statement submitted by Inter&Co.
João Vitor Menin, Inter's CEO, said: "I would like to thank all shareholders who participated and approved the corporate reorganization during today's EGM. As a result, Inter will shift its listing to Nasdaq in an unprecedented transaction in Brazil. This will allow Inter&Co to access the largest capital market in the world, paving the road for additional funding sources as the company continues its solid growth pace. By listing in the U.S., Inter will have a more efficient capital structure with greater flexibility to pursue its expansion plans, thus generating additional value to all stakeholders."
Introducing Inter&Co: launching a new brand that better represents the Global Super App
Inter will be listed as Inter&Co (formerly Inter Platform), a holding company that aggregates all financial and non-financial subsidiaries, including USEND and other acquisitions completed in 2021, to offer the Super App ecosystem internationally.
Inter seeks to position itself as a global leading Super App by replicating its successful business model implemented in Brazil, starting with the United States. At the beginning of the year, Inter completed the acquisition of USEND, a U.S. fintech company focused on cross-border payments. With this acquisition, Inter has become operational in the U.S. market.
Corporate Governance
Following the corporate reorganization, Inter's controlling shareholder will directly control Inter&Co and indirectly control Inter through ownership of Class B Shares, which are entitled to 10 votes per share. This structure will enable Inter to raise additional equity in the future to implement its growth strategy while complying with the Brazilian Central Bank's regulatory requirements - which demand that Brazilian financial institutions have a defined controlling shareholder or controlling group.
Next Steps
Following the EGM's approval, shareholders will have until May 20, 2022 to choose to receive their current shares in BDRs listed on B3, which will be backed by Class A Shares issued by Inter&Co listed in the U.S. (the "BDR Option"), or receive cash (the "Cash Out Option"). The share exchange price was set based on an appraisal by PwC, based on the weighted-average price of the last 30 days of trading before the announcement, equivalent to R$19.35 per unit (comprised of one common and two preferred Inter shares). The Cash Out option is only available to Inter shareholders that were registered as of April 15, 2022, the date of the announcement. The Cash Out option has a limited redemption amount of R$1.13 billion, equal to 10% of Inter's outstanding shares. If the Cash Out demand exceeds the stipulated limit, the amount will then be prorated among all applicants, and the difference between the quantity requested and the quantity received will be delivered in BDRs.
Important milestones in Inter's performance in Q1 2022
- 18.6 million customers as of March 31, 2022, with an average of 33 thousand new accounts opened per business day, in addition to peaks of over three thousand Global Accounts
- Remittance TPV surpassed USD 200 million in Q1 2022
- Inter's customers can already trade shares on US-based stock exchanges through an international trading platform hosted in the Super App. More than 50,000 accounts were already opened since the launch
- Two million active investors, with nearly R$60 billion (around US$12 billion) in AuC
- 915,000 active insurance customers, which offers a portfolio of 18 products
- 3.1 million active customers (+504,000 YoY) at Inter Shop, surpassing R$ 1 billion in GMV in Q1 2022
- One million SMEs and Individual Micro-Entrepreneurs (MEI) clients
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: https://ri.bancointer.com.br/ or send a message to [email protected].
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 18 million customers, whether that's taking care of people's finances, online shopping, sending money abroad or earning cashback. Everything comes together in the same app; it is simple and fully digital. Inter offers complete services in banking, investments, credit, insurance and remittances, 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$16.8 billion, shareholders' equity of R$8.6 billion, and R$36.5 billion in total assets as of December 31, 2021. On January 25, 2022, Inter closed the acquisition of USEND, a US fintech specializing in offering financial and non-financial services to a growing client base of more than 150,000 customers across 40 states.
Contacts:
Grayling
Lucia Domville / Fabiane Goldstein
M +1 646.824.2856/ +1 954.625.4793
[email protected] / [email protected]
SOURCE Inter
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