TOTVS S.A. (BOVESPA:TOTS3) made a proposal to acquire Linx S.A. (BOVESPA:LINX3) for BRL 6 billion on August 14, 2020. Under the terms, TOTVS will acquire all shares in Linx in exchange of BRL 6.2 per share and 1 share of TOTVS for each Linx share. The cash component to be paid to Linx shareholders will be reduced by the amount of any dividends, interest on equity or other distributions to shareholders that may be declared by Linx as at the date of the proposal. TOTVS will be the listed entity with the shareholders of Linx owning 24% in it. TOTVS will pay a fee in the amount of BRL 100 million to Linx if, after approval by the shareholders of TOTVS and Linx, the transaction is not approved by CADE. The transaction is subject to approval from TOTVS' and Linx´s shareholders at the respective shareholders general meetings, the transaction is subject to approval by Linx board and prior approval by the Administrative Council for Economic Defense – CADE. Linx should (i) have obtained the respective third-party consents of its agreements currently in force and there will not be Obligations Subject to Early Termination or (ii) have liquidated all its Obligations Subject to Early Termination in their entirety with no outstanding obligations to Linx deriving from such liquidation (iii) have cash representing 100% of the necessary amount to liquidate all the Obligations Subject to Early Termination. The terms of the offer are approved by the board of TOTVS.

As on September 11, 2020, TOTVS extended for 30 days the validity of its business combination proposal with Linx S.A. Therefore proposal remains valid until October 13, 2020. BR Partners Assessoria Financeira Ltda. acted as fairness opinion provider for the benefit of the Independent Committee established to analyze the business combination proposal publicly presented by TOTVS. BR Partners Assessoria Financeira Ltda., Legal advisory arm acted as legal advisor to Linx S.A.