Business Context and Reporting Period
This Form 6-K filing by StoneCo Ltd. (Stone) for the month of July 2021, dated July 16, 2021, incorporates by reference a Notice to Shareholders filed by Linx S.A. The filing addresses the business combination between Linx and STNE Participações S.A., a subsidiary of Stone. The document specifically clarifies redemption values and exchange rates used during the transaction consummation to assist investors in calculating potential tax liabilities.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for StoneCo Ltd. or Linx S.A. for the reporting period. The document focuses exclusively on transaction mechanics and share valuation data related to the merger.
- STNE Class A Preferred Shares Issue Price (July 1, 2021): R$ 33.5229 per share.
- STNE Class B Preferred Shares Issue Price (July 1, 2021): R$ 4.2511 per share.
- Redemption Value (Class A): Gross amount of R$ 33.5229 per share.
- Exchange Ratio (Class B): 1 STNE Class B preferred share exchanged for 0.0126730 BDRs (Brazilian Depositary Receipts) Level 1 backed by StoneCo Ltd. Class A shares.
Material Changes
The filing details the finalization of the business combination between Linx and STNE Participações S.A. A material change noted is the specific clarification of the redemption and exchange terms for STNE Class A and Class B shares, which were previously the subject of investor queries. The exchange of Class B shares for BDRs was credited to shareholder accounts on June 30, 2021.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operational performance. The primary risk and contingency highlighted is the tax implication for investors. The notice explicitly states that gains earned from the transaction may be subject to income tax and other taxes, and investors are advised to consult their own tax advisors regarding applicable rules and payment responsibilities.
Investor Verification Checklist
- Verify the specific tax treatment of the R$ 33.5229 redemption value for Class A shares and the BDR exchange for Class B shares under local Brazilian regulations.
- Confirm the exact number of BDRs credited to accounts based on the 0.0126730 exchange ratio for Class B holdings.
- Review the "Protocol and Justification of the Merger Shares" dated October 2, 2020, for full transaction terms referenced in this notice.
- Check subsequent filings for any updates on the integration of Linx and Stone operations post-transaction.