23 October 2012
Experian, the global information services company, is pleased to announce it has entered into a conditional agreement to acquire a further interest in Serasa S.A. (“Serasa”). Serasa is the market leading credit bureau in Brazil in which Experian already owns a 70% stake. Experian has agreed to acquire a further 29.6% interest to take its holding to 99.6%. The agreed consideration is R$3.1bn (US$1.5bn)1 plus a cash adjustment to the date of completion2. The transaction is to be satisfied in cash and fully funded from existing banking facilities3.
Experian is purchasing the 29.6% interest from a bank group comprising BIU Participações S.A. (a consortium comprising the stakes in Serasa held by Itaú Unibanco and Bradesco), Banco Bradesco Financiamentos, Grupo Santander and HSBC.
BIU Participações S.A. is classified as a related party of Experian by the UK Listing Authority. Therefore the acquisition of its 24.4% interest in Serasa is classified as a related party transaction under the UK Listing Rules and requires the approval of Experian shareholders at a general meeting. The acquisition is also conditional on approval by the Brazilian authorities.
Assuming all conditions are satisfied, the acquisition is expected to complete in the fourth quarter of calendar year 2012.
Don Robert, Chief Executive Officer, said:
“Since we acquired the initial stake in Serasa in 2007, the business has performed very strongly. We have developed and fully integrated the business, diversified our activities and established a beachhead from which to expand further in Latin America. We see significant potential for future growth in Brazil, and we are delighted to have the opportunity to further invest in this exciting region. We would like to extend our thanks to the minority shareholders for their strong support over these first five years and we look forward to a long and productive ongoing commercial relationship.”
There will be a conference call today, Tuesday 23 October 2012 for analysts and investors at 9am (UK time). The participant dial-in number is +44 (0)20 3037 9164.
Serasa is one of the largest credit bureaux in the world and is the market leader in Brazil, with approximately 60% market share. Founded in 1968, Serasa owns the most extensive databases in Brazil on the credit behaviour of consumers and companies. It plays an active role in most credit and business related decisions made in Brazil on a daily basis. Its data-gathering capabilities are extensive, sourcing data from a network of Brazilian banking, commercial and judicial organisations. Serasa's databases include payment practices, public defaults, social and demographic information and economic and financial information.
Serasa has performed strongly under Experian’s ownership, delivering, on average, annual revenue growth of 20% and EBIT growth of 28% over the last three years (at constant currency). In Experian’s consolidated financial statements for the year ended 31 March 2012, Serasa generated revenues of R$1,479m (US$870m) and EBIT of R$531m (US$312m)4. In recent trading, Serasa has continued to perform well and in line with our expectations.
Serasa reported gross assets of R$1,428m in its financial statements at 31 March 2012.
Experian acquired an initial 65% stake in June 2007 and subsequently increased its stake to 70% in October 20075. At the time the initial stake was acquired, put and call provisions were entered into over the minority shareholding. These became exercisable in June 2012, following which time Experian and the shareholder banks have sought a negotiated settlement which also extends pre-existing commercial and data supply arrangements.
In addition to the agreed cash consideration, Experian and the shareholder banks have agreed:
- Extension of existing agreements to provide negative data, and commitments for the provision of positive data once the applicable law is fully operational
- Extension of minimum purchase guarantees
Experian believes these extensions to existing agreements will continue to underpin its core data assets and further assist in leveraging the full Experian product suite in Brazil. This opportunity is further augmented as the Brazilian government has last week enacted legislation and published final rules for collection and use of positive data. This will support the continuation of Serasa’s strong growth trajectory in Brazil.
- The Serasa management team will remain unchanged following completion of the transaction.
- The transaction is expected to be earnings enhancing in the year ending 31 March 2013 and thereafter.
- Subject to further spend on acquisitions in the second half, following this transaction Experian expects net debt/EBITDA at March 2013 to be at the top end of the target range for leverage (the target range is 1.75-2.0x).
Related Party Approval Process
BIU Participações is classified as a related party by the UK Listing Authority as a result of their substantial shareholding in Serasa. The acquisition of its 24.4% interest is therefore treated as a related party transaction and is conditional on the approval of Experian shareholders at a general meeting of Experian.
A circular setting out further details of the acquisition, together with the notice to convene a general meeting and the form of proxy for use at the general meeting, will be posted to Experian shareholders as soon as practicable. It is expected that the general meeting will be held in the second half of November.
1 Based on an exchange rate of R$2.03 per US$ as at 19 October 2012.
2 Calculated as an interest based charge to the date of completion.
3 Drawings will be made predominantly in US Dollars; the group does not expect to undertake borrowings in Brazilian Reai.
4 Based on an exchange rate of R$1.70 per US$.
5 Following completion of the acquisition of the bank group’s 29.6% interest in Serasa, Experian’s cumulative total spend to acquire 99.6% of Serasa is R$5.6bn. This implies a multiple of approximately 8.5x Serasa’s EBITDA for the year ended 31 March 2012 (EBITDA of R$663m).
Goldman Sachs International and Morgan Stanley provided financial advice to Experian on this transaction.
||Chief Executive Officer
||+44 (0)20 3042 4215
||Chief Financial Officer
||Director of Investor Relations
||Communications Director, UK&I and EMEA
||+44 (0)20 7251 3801
Experian is the leading global information services company, providing data and analytical tools to clients around the world. The Group helps businesses to manage credit risk, prevent fraud, target marketing offers and automate decision making. Experian also helps individuals to check their credit report and credit score, and protect against identity theft.
Experian plc is listed on the London Stock Exchange (EXPN) and is a constituent of the FTSE 100 index. Total revenue for the year ended 31 March 2012 was US$4.5 billion. Experian employs approximately 17,000 people in 44 countries and has its corporate headquarters in Dublin, Ireland, with operational headquarters in Nottingham, UK; California, US; and São Paulo, Brazil.
For more information, visit http://www.experianplc.com.
Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward looking statements.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Experian plc and no one else in connection with the transaction and will not be responsible to anyone other than Experian plc for providing the protections afforded to clients of Goldman Sachs International.
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