Equifax, Inc. · NYSE:EFX
Equifax — Merger or Acquisition (June 2023)
27 slides from Equifax's merger presentation, Jun 5, 2023
Slide 1: Boa Vista Merger Presentation June 2023
Boa Vista Merger Presentation June, 2023
Slide 2: Legal warning
Legal warning The statements contained in this document related to business perspectives, including estimated operating and financial results and those related to growth perspectives of Boa Vista Servi<;os S.A. (“BVS” or “Company”) are merely forecasts and, as such, are based exclusively on the mana
Slide 3: Forward looking statements, no offer or solicitation, filings with the SEC
Forward looking statements, no offer or solicitation, filings with the SEC Forward-Looking Statements This document contains forward-looking statements and forward-looking information about Equifax (“EFX”) and the proposed transaction. All statements that address operating performance and events or
Slide 4: Table of contents
Table of contents Executive Summary 6 Overview of Boa Vista and Equifax 7 Merger Value Proposition 10 Transaction Highlights 15 Boa Vista’s EGM 22 Final Considerations and Key Takeaways 25 4
Slide 5: Today's presenters
Today’s presenters BoaVista Marcio Fabbris Monica Simao Lincoln Pereira CEO and IT Director CFO and IR Director Board Member Sunil Bindal Chief Corporate Development Officer John Gamble CFO and COO Mark Begor(1) CEO and BoD Member Notes: (1) Trevor Burns, SVP of Investor Relations - EFX, will be rep
Slide 6: Executive summary
Executive summary Equifax Inc. (“EFX”), through its indirect, wholly-owned subsidiary incorporated in Brazil, Equifax do Brasil S.A. (“EFX Brasil”), proposes an acquisition of Boa Vista Serviqos S.A. (“BVS” or “Company”), valuing BVS shares at R$8.00/share (“Transaction”) Strong value proposition to
Slide 7: Overview of Boa Vista and Equifax
OVERVIEW OF BOA VISTA AND EQUIFAX 7
Slide 8: Boa Vista in a nutshell
Boa Vista in a nutshell BVS is a leading provider of credit reporting services and analytical solutions in Brazil The Company combines analytical intelligence with advanced technology to develop solutions to serve its clients’ everyday challenges With over 60 years of experience, BVS has developed p
Slide 9: Overview of Equifax
Overview of Equifax Description Diverse Global Footprint Canada Mexico El Salvador Honduras Costa Rica Peru Ecuador Argentina Founded in 1899, EFX is one of the largest credit and workforce data and analytics companies in the world, providing differentiated data and technology to power decisions Fro
Slide 10: Merger value proposition
MERGER VALUE PROPOSITON 10
Slide 11: Situation assessment
Situation assessment ■ MACRO BACKDROP■ ■ ■ ■ ■ ■ ■ Ci FIERCE COMPET T ON SHARE PR CE PERFORMANCE SHARE LIQUIDITY Challenging macro scenario with high interest rates and GDP contraction Sharp deceleration in credit flows impacted by Lojas Americanas accounting scandal and all-time high revolving cred
Slide 12: Equifax + Boa Vista: a win for all stakeholders
Leverage EFX’s global capabilities to access new high-value proucts and services BVS’ Customers advancement Equifax + Boa Vista: a win for Receive a substantial premium, immediate liquidity and potential for fuure upside BVS’ ShareholderA combination between Equifax and Boa Vista benefits all stakeh
Slide 13: Key transaction terms
Key transaction terms BVS shareholders to receive consideration valued at R$8.00 per share (“Offer Price”), by exchanging each BVS share for one mandatorily redeemable class A, B or C preferred share (“RPS”) issued by EFX Brasil in accordance with the option chosen by each shareholder: • I. Option 1
Slide 14: Strong value proposition to Boa Vista's shareholders
Strong value proposition to Boa Vista’s shareholders Transaction delivers attractive valuation and addresses key 8 6 4 Share price (R$/share) 10 SUBSTANTIAL PREMIUM AND IMMEDIATE LIQUIDITY The Offer Price implies a significant premium over unaffected BVS stock price(1): 185% premium to the Enterpris
Slide 15: Transaction highlights
TRANSACTION HIGHLIGHTS 15
Slide 16: Transaction milestones
Transaction milestones December 2022 February 2023 February 2023 May 2023 On Dec 18th, BVS issues a EFX submits BVS enters into a EGM materials are material fact informing the binding offer definitive merger published, including market and its shareholders (“BO”) to BVS agreement with EFX, managemen
Slide 17: Proposed transaction structure
Equifax Brasil Merger of Boa Vista into Proposed transaction structure The transaction structure includes the merger of BVS into EFX’s Brazilian subsidiary, EFX Brasil, becoming a BVS shareholders to receive mandatorily redeemable preferred shares (RPS) issued by EFX Brasil in exchange of all BVS sh
Slide 18: Positive market reaction and multiple re-rating
Significant premium led to over Positive market reaction 13.1x multiple re-rating compared to pre-NBO trading levels BVS’ Share Price Reaction & Daily Trading Volume R$/share; mm shares EV/EBITDA-Capex 2023E NBO BO x 9.00 Date Date 40.0 59.8x Confirmatory Due Diligence Offer Price 35.0 18.9x 8.00 7.
Slide 19: Boa Vista's board approval process and rationale
Boa Vista’s board approval process and rationale Since Dec/2022, when EFX sent BVS Board of Directors the combination proposal, BVS’ Directors have fully complied with their fiduciary duties, effectively negotiated the best possible transaction terms, and ultimately approved the Merger Agreement in
Slide 20: Boa Vista's board recommendation
Boa Vista’s board recommendation BVS board of directors recommends that the shareholders approve the merger of shares by EFX Brasil, so that BVS becomes a private, wholly-owned subsidiary of EFX Brasil in the context of the transaction, with the consequent delisting of BVS1 shares from B3’s Novo Mer
Slide 21: Timetable and next steps
Timetable and next steps February 9th 2023 May 30th 2023 June 29th 2023 3Q’23 (expected) Board of Directors approval and transaction signing + announcement Publishing of EGM materials EGM date Conditions precedent(1): (i) approval at Boa Vista and EFX Brasil’s respective shareholders’ meetings; and
Slide 22: Boa Vista's EGM
BOA VISTA’S EGM 22
Slide 23: Overview of Boa Vista's EGM
Overview of Boa Vista’s EGM BVS will hold an Extraordinary General Meeting to deliberate on the transaction on June 29th, 2023 The meeting will be held exclusively in a digital format, and BVS’ shareholders may participate via electronic platform or via Remote Voting Ballot (BVD in Portuguese) The d
Slide 24: Agenda
Agenda ©Approval of the Protocol and Justification of the Merger of Boa Vista Servipos S.A. into Equifax do Brasil S.A. (“Protocol and Justification”), executed by the management of BVS and EFX Brasil on May 30th, 2023, which contains all the terms and conditions for the implementation of the busine
Slide 25: Final considerations and key takeaways
FINAL CONSIDERATIONS AND KEY TAKEAWAYS 25
Slide 26: Closing remarks
Closing remarks Strong strategic rationale Access to EFX’s global platform and resources, to accelerate BVS’ digital transformation Sound approval process BVS BoD took all reasonable measures to analyze EFX’s proposal Significant value to BVS’ shareholders Attractive premium of 185% to the Enterpris
Slide 27: Key contacts
Key contacts E-mail boavista(g)investor.morrowsodali.com BOA VISTA IR TEAM E-mail ri@boavistascpc.com.br MORROW SODALI Website https://ir.boavistascpc.com.br/ BOAS B3 LISTED NM