Inter & Co. Inc. · NASDAQ:INTR
Inter & — Inter Platform — Merger or Acquisition (November 2021)
37 slides from Inter &'s merger presentation, Nov 8, 2021
Slide 1: Project 77: Investor Presentation, November 2021
Confidential Project 77: Investor Presentation November, 2021
Slide 2: Disclaimer
Disclaimer This presentation is for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
Slide 3: Agenda
Agenda Executive summary 1 Transaction structure 3 About Inter 2 Next steps 4 Once the transaction is approved 5 Appendix 6
Slide 4: Inter proposed a corporate restructure to list on Nasdaq
Inter proposed a corporate restructure with the purpose of listing on Nasdaq ; Banco Inter common shares, preferred shares and units are currently trading on the São Paulo Stock Exchange, B3 S.A. - Brasil, Bolsa, Balcão (“B3”) ; Inter Platform, Inc. (“Inter Platform”) Class A Common Shares will be l
Slide 5: Transaction overview and key steps
Transaction overview and key steps Merger of Shares Banco Inter and HoldFin and Share Redemption ; Each Banco Inter Share issued will be automatically contributed into HoldFin in exchange for newly issued mandatorily redeemable preferred shares of HoldFin ; HoldFin will redeem all its shares and del
Slide 6: Transaction rationale
Strengthening its position as a global technology company in the financial sector, increasing its competitiveness with other global financial institutions and e-commerce platforms 1 Opening of new markets and access to opportunities, supporting the acceleration of the group's international expansion
Slide 7: US listed vs B3 tech: liquidity and capital structure
1.3% 1.2% 1.2% 1.1% XP Stone PAGS Inter LatAm Tech US Listed vs B3 Tech Capital Structure More Liquidity Current Structure Post Transaction Controlling Shareholders Stake Additional Capacity to Raise Capital Without Change of Control (1) Voting: Economic: 53.4% 31.5% Sources: Company’s website and F
Slide 8: The transaction has been extremely well received by the market
Sources: Company’s website, Wall Street Research and News run Corporate Reorganization Material Facts - Release Daily Stock Performance Weekly Stock Performance November 2nd, 2021 +5.4% n.a. October 7th, 2021 +12.1% +9.3% May 24th, 2021 +24.8% +1.6% 8 The transaction has been extremely well received
Slide 9: Proposed transaction structure
Proposed transaction structure 9 Corporate Structure Today Step 1: Merger of Shares Step 2: Redemption Final Structure The Proposed Transaction: .. The Proposed Transaction will consist of two steps: 1. Each Banco Inter Share issued and outstanding immediately prior to the completion of the Proposed
Slide 10: Agenda
Agenda Executive summary 1 Transaction structure 3 About Inter 2 Next steps 4 Once the transaction is approved 5 Appendix 6
Slide 11: A journey of growth
0.006 0.012 0.080 0.379 1.5 4.1 8.5 13.0 Jan-15 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Sep-21 Launch of the Inter protection platform (insurance) Connecting Stone’s merchants to Intershop 100% Free and Digital Checking Account Launch of the Super App Launch of the Open Investment Platform +1,516%
Slide 12: Inter: a complete digital platform for users' daily needs
Inter: a complete digital platform for users’ daily needs Leading platform that empowers loyalty and recurrence, reinforcing our flywheel
Slide 13: Inter: a complete digital platform for users' daily needs
Simplify people’s lives Our purpose End-to-end seamless digital solutions with a full product suite What we do Unrelenting innovation DNA How we do +R$38.9bn Mkt. Cap +1,516% Since IPO +R$3.0bn InterShop GMV (3Q21 LTM) +14mm Digital accounts +R$36bn Card TPV (3Q21 LTM) 3.43 Cross-selling Index (3Q21
Slide 14: Delivering stellar growth
376.6 946.4 0.0 100.0 200.0 300.0 400.0 500.0 600.0 700.0 800.0 900.0 1000.0 3Q20 3Q21 7.3 15.9 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 3Q20 3Q21 5.2 9.2 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 3Q20 3Q21 1.0 1.8 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 3Q20 3Q21 180 683 0 100 200 300 40
Slide 15: What's next: four key initiatives
What’s next Four key initiatives • Inter’s secret sauce: leverage on data intelligence – Increase credit penetration – Increase cross selling 4. Accelerate existing business • Potentialize synergies with Stone • Other Add-Ons Acquisitions 2. Strategic partnerships & M&As • App for non-account holder
Slide 16: Current ownership and corporate structure
HoldFin Management Softbank Ponta Sul Free Float Treasury Shares CS: 53.32% PS: 9.43% Total: 31.44% CS: 10.42% PS: 19.63% Total: 15.01% CS: 0.28% PS: 0.56% Total: 0.42% CS: 8.10% PS: 15.99% Total: 12.03% CS: 27.71% PS: 54.31% Total: 40.97% CS: 0.18% PS: 0.09% Total: 0.13% CS: Common shares PS: Prefe
Slide 17: Board of directors
Rubens Menin T. de Souza (Chairman) • Founder & Board Member at Banco Inter since its constitution • Former CEO (until 2014) and Founder at MRV Engenharia • Chairman at MRV Engenharia, LOG Commercial Properties and Urba Carlos Medeiros Independent Board Members Thiago dos Santos Piau • CEO at Stone
Slide 18: Executive management
Total Compensation (R$ 000’) 2018 2019 2020 9,354 14,060 15,794 João Vitor Menin Chief Executive Officer • Banco Inter’s CEO since December 2015 • Member of the Decision- Making Council of Associação Órbi Conecta (since mid-2017) • Former Executive Officer at Banco Inter (April 2008) • Experience in
Slide 19: Agenda
Agenda Executive summary 1 Transaction structure 3 About Inter 2 Next steps 4 Once the transaction is approved 5 Appendix 6
Slide 20: Corporate Structure Today
Corporate Structure Today .. Inter Common Shares, Preferred Shares and Units are listed on B3. .. Softbank, Hottaire(1) and Costellis(2) hold their Banco Inter Shares through Inter Platform, Inc. (a Cayman holding company). .. Immediately prior to the Closing Date, Inter Platform will not own any as
Slide 21: Step 1: Merger of Shares
Step 1: Merger of Shares .. It will be implemented through a merger of shares (incorporação de ações) under the Brazilian Corporation Law. .. Each Banco Inter Share issued and outstanding immediately prior to the completion of the Proposed Transaction will be automatically contributed into HoldFin i
Slide 22: Step 2: Redemption
Step 2: Redemption .. Immediately after the Merger of Shares is implemented (Dec/21), HoldFin will redeem ..(i) all of its BDR Redeemable Shares and deliver to each holder thereof one Inter Platform BDR for each BDR Redeemable Share (which may be cancelled thereafter, if such holder wants to receive
Slide 23: Final Structure
Hottaire Softbank Costellis (Controlling Shareholders) Class A Shares Class B Shares Final Structure .. Banco Inter will be an indirect wholly owned subsidiary of Inter Platform. .. Investors that did not validly exercise their Withdrawal Rights or elect to receive Cash Redeemable Shares, will becom
Slide 24: PWC valuation assessment and KPMG auditing
PWC Valuation Assessment KPMG Auditing and Accounting The objective of PWC’s work was to carry out a valuation assessment of Banco Inter in accordance with the criteria defined in applicable regulations for purposes of delisting from B3. For the purposes of ICVM 361, PWC’s work included the value ca
Slide 25: Inter Platform and Banco Inter share classes
Inter Platform Banco Inter Class A Common Share One vote per share on all matters subject to a vote at general meetings Class B Common Share Ten votes per share on all matters subject to a vote at general meetings Any holder of Class B Common Shares may convert his or her shares at any time into Cla
Slide 26: New structure will support Inter's growth in Brazil and abroad
New structure will support Inter’s growth in Brazil and abroad • More room for additional equity offerings to raise cash for growth • According to Brazilian Central Bank regulation, the controlling shareholders must own at least 50% of the voting capital of a Brazilian bank, which limits Inter’s abi
Slide 27: Agenda
Agenda Executive summary 1 Transaction structure 3 About Inter 2 Next steps 4 Once the transaction is approved 5 Appendix 6
Slide 28: Timetable
Redomiciliation Oct Nov Dec Release of the Reorganization Material Fact 3Q21 Earnings Release First Public Filing of F-4 Call shareholders’ meeting for Transaction Approval First Publication on Newspaper (formal requirement) Shareholders’ Meeting for Transaction Approval (assuming prior declaration
Slide 29: EGM: when, where and how to participate
When and where? • Date: November 25, 2021 @ 10:00 AM (Brasília time) • The Meeting will be held exclusively digitally via the electronic system to be made available by Inter, shareholders being able to participate and vote through the electronic system How to participate? • Shareholders wishing to p
Slide 30: Documents required to participate in the EGM
Shareholders to participate in the EGM Reorganization are kindly requested to send the below documents, as applicable to Inter email address: governancacorporativa@bancointer.com.br , with a copy to: ri@bancointer.com.br (i) copy of the statement issued by the depository financial institution of the
Slide 31: Agenda
Agenda Executive summary 1 Transaction structure 3 About Inter 2 Next steps 4 Once the transaction is approved 5 Appendix 6
Slide 32: Post-approval timeline
EGM for Transaction Approval • Extraordinary General Meeting called by the Company to vote on the approval of the Transaction November 25th , 2021 Press release: Minutes of the EGM • Initial term for Cash-Out decision and Withdrawal rights November 26th , 2021 Period for exercising the Withdrawal Ri
Slide 33: BDRs and Cash-Out
BDRs • Inter shareholders who wish to receive BDRs will not need to fill out any specific form. Inter shareholders who wish to directly hold Class A Shares, after receiving the BDRs backed by Class A Shares, may dismantle them at any time, in order to receive Class A Shares upon instructions given t
Slide 34: Agenda
Agenda Executive summary 1 Transaction structure 3 About Inter 2 Next steps 4 Once the transaction is approved 5 Appendix 6
Slide 35: Banco Inter share classes and ownership breakdown
Common Shares Full voting rights Preferred Shares Restricted voting rights entitled to the following matters: • Company transformation, incorporation, merger or split • Approval of contracts between the company and its controlling shareholders or other companies in which the controlling shareholders
Slide 36: Inter Platform ownership breakdown
Ownership Breakdown Class A Class B Total Stake Controlling Shareholders 0 233,240,444 233,240,444 28.59% Management 3,627,031 0 3,627,031 0.44% SoftBank 129,013,273 0 129,013,273 15.81% Ponta Sul 33,000,000 0 33,000,000 4.04% Free Float 415,869,922 0 415,869,922 50.97% Total (ex-treasury) 581,510,2
Slide 37: Power of Attorney
Further information on ri.bancointer.com.br. Investors are able to view the example above and other key information about the EGM in “Proposta da Administração” published on November 2nd, 2021 37 Power of Attorney
Inter Platform — Merger or Acquisition (November 2021) on 6ix