Business Context and Reporting Period
This Form 6-K filing by StoneCo Ltd. (Stone) for the month of June 2021, dated June 24, 2021, serves as a Notice to Shareholders regarding the ongoing business combination between Linx S.A. (Linx) and STNE Participações S.A., a subsidiary of Stone. The filing provides critical updates on the final exchange ratio, the revised closing schedule, and the determination of the Adjusted Cash Installment for Linx shareholders.
Key Financial Metrics and Transaction Terms
The filing does not report standard financial performance metrics such as revenue, profit, cash flow, or debt levels for StoneCo Ltd. Instead, it details specific financial terms of the merger transaction:
- Final Exchange Ratio: 0.0126730 StoneCo BDR for each redeemed STNE Class B preferred share (where one StoneCo BDR corresponds to one StoneCo Class A Share).
- Adjusted Cash Installment Base: R$ 33.56 per STNE Class A preferred share, adjusted by the DI Index from February 11, 2021, to the settlement date.
- Dividend Adjustment: The cash installment will be adjusted for dividends declared by Linx totaling R$ 100,000,000.00.
- Other Adjustments: The cash amount may be further adjusted for costs related to financial advisors for competing transactions and changes in outstanding shares or share-based compensation plans.
Material Changes and Schedule Updates
The filing outlines material updates to the transaction timeline and administrative deadlines compared to the June 16, 2021 notice:
- Closing Date Update: The share merger, redemption of STNE New Shares, and assumption of management by STNE are now scheduled for July 1, 2021.
- Trading Cessation: Trading of Linx Shares on B3 and Linx ADS on NYSE will cease on June 25, 2021.
- New Trading Commencement: Trading of StoneCo BDRs on B3 and rights to receive StoneCo Class A New Shares on NASDAQ will begin on June 28, 2021.
- Share Credit: Effective credit of StoneCo BDRs to Linx Shareholders will occur on June 30, 2021.
- Payment Window: Payment of the Adjusted Cash Installment will be made between the settlement date and July 7, 2021.
- Deadline Extension: The deadline for custody agents to provide data on non-resident Linx Shareholders was extended to 10:00 PM on June 29, 2021.
Outlook, Risks, and Management Commentary
Management indicates that the final amount of the Adjusted Cash Installment will be disclosed to the market by July 6, 2021. The filing notes that the exchange ratio already accounts for changes in outstanding shares and share-based compensation plans up to the filing date. No specific risks or contingencies beyond the standard transaction adjustments (e.g., competing transaction costs) are detailed in this specific notice. The company commits to maintaining shareholders and the market informed in compliance with applicable laws.
Investor Verification Checklist
- Verify the final Adjusted Cash Installment amount once disclosed by July 6, 2021, to confirm the impact of the DI Index adjustment and the R$ 100 million dividend.
- Confirm the cessation of Linx trading on June 25, 2021, and the commencement of StoneCo BDR trading on June 28, 2021.
- Ensure non-resident shareholders meet the extended data submission deadline of June 29, 2021, to avoid processing delays.
- Monitor for any additional adjustments to the cash installment related to financial advisor costs for competing transactions.