REG - Experian plc - Experian to acquire Clearsale in Brazil

ExperianAnnouncement

04/10/2024 12:45

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RNS Number : 0024H  Experian plc  04 October 2024

 

news release

 

 

EXPERIAN TO ACQUIRE CLEARSALE IN BRAZIL

 

4 October 2024 - Experian, the global data and technology company, is pleased
to announce that it has agreed to acquire ClearSale S.A.(1), the leading
digital fraud prevention provider in Brazil.

 

Brian Cassin, Chief Executive Officer said:

"We have established a leading position in identity and fraud (ID&F) in
Brazil, an attractive, high growth market and one of our strategic growth
priorities globally. The acquisition of ClearSale extends our ID&F suite,
adding transaction fraud detection to our existing strengths in account
opening and account takeover fraud prevention. ClearSale will add to our
growth potential in Brazil and is a further step towards our ambition to
provide comprehensive ID&F and credit risk solutions through our
integrated platform."

 

Overview and Strategic Rationale

ClearSale is a leading provider of digital fraud prevention solutions in
Brazil. ClearSale's premier offer is an end-to-end platform solution which
combines data, analytics and decisioning using artificial intelligence and
machine learning to detect fraud in card-not-present transactions. ClearSale's
over 7,400 active clients include some of the largest online retailers, banks
and telecommunications companies in Brazil.

 

Leveraging its proprietary historical database, ClearSale enables online
retailers to swiftly and accurately verify consumer identities during
transactions, leading to increased automated approvals while simultaneously
enhancing fraud detection and prevention.

 

Serasa Experian has established a leading position in ID&F, primarily
helping clients to prevent fraud when they authenticate and onboard their
customers through digital channels. Serasa Experian also increasingly provides
ID&F solutions through a combined sale across credit analytics and fraud
risk management.

 

ClearSale is highly complementary and synergistic to Serasa Experian's
existing ID&F business. By combining ClearSale's scaled position with
Serasa Experian's existing capabilities, we will deliver a more comprehensive
and superior experience to clients. We expect the combination to unlock new
use cases and widen the market opportunity still further, positioning Serasa
Experian strongly to address this attractive growth market.

 

Financial information

The acquisition of 100% of ClearSale is for a price per share of R$10.56. The
cost to Experian, net of cash and other closing conditions, amounts to a total
of up to R$1,905m (c.US$350m(2)). The deal is to be funded from a combination
of Experian's existing cash resources and by the issuance of Brazilian
Depositary Receipts (BDRs)(3). The acquisition is subject to certain
conditions including regulatory review by the Brazilian Administrative Council
for Economic Defense (CADE) which we anticipate will conclude in the first
half of calendar year 2025. In the first full fiscal year of ownership, we
expect the acquisition to add revenues for ongoing activities of c. R$490m and
Benchmark EBITDA of c. R$130m.

 

 

1.   ClearSale is listed on the Brazilian Stock Exchange (B3) in the Novo
Mercado listing segment under the ticker CLSA3.

2.   US$/R$ spot exchange rate of 5.48 as at 3 October 2024.

3.   Under the terms of the agreement, ClearSale's shareholders will be
presented with the option to choose between a cash-based offer or a
combination of cash and Experian BDRs. Experian will establish a Level I BDR
programme prior to completion of the transaction in order to facilitate the
issuance of the BDRs to those ClearSale shareholders who elect to receive
Experian BDRs.(bank-issued certificates representing shares in Experian on a
one-for-one basis for trade on the Brazilian stock exchange).

 

 

 

Experian

Nadia Ridout-Jamieson          Investor queries     +44 (0)20
3042 4220

Gerry Tschopp, Nick Jones    Media queries

 

Teneo

Graeme Wilson and Louise
Male                          +44 (0)20 7353 4200

 

 

About Experian

Experian is a global data and technology company, powering opportunities for
people and businesses around the world. We help to redefine lending practices,
uncover and prevent fraud, simplify healthcare, deliver digital marketing
solutions, and gain deeper insights into the automotive market, all using our
unique combination of data, analytics and software. We also assist millions of
people to realise their financial goals and help them to save time and money.

We operate across a range of markets, from financial services to healthcare,
automotive, agrifinance, insurance, and many more industry segments.

We invest in talented people and new advanced technologies to unlock the power
of data and innovate. As a FTSE 100 Index company listed on the London Stock
Exchange (EXPN), we have a team of 22,500 people across 32 countries. Our
corporate headquarters are in Dublin, Ireland. Learn more at experianplc.com
(http://www.experianplc.com) .

 

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