We advise foreign investors in the acquisition of a bank specializing in foreign exchange and a fintech

Mazzucco&Mello advised a foreign client on the acquisition of a bank specialized in foreign exchange transactions (buying and selling foreign currency) and a fintech from the same group specialized in e-commerce solutions. The transaction involved the acquisition of all the shares of both institutions for a value in the order of hundreds of millions of reais. The transaction involved negotiating a term sheet detailing the basic conditions of the business and carrying out a due diligence complete coverage of both institutions. As it is a financial institution, due diligence involved, in addition to the common issues in this type of transaction, also issues of protecting customer and company data. compliance based on the rules of the Central Bank of Brazil (“BCB”). This was followed by the negotiation of a purchase and sale contract subject to regulatory approvals from the BCB and CADE – Administrative Council for Economic Defense – CADE. Once these authorizations were obtained, the transaction was completed through a local subsidiary of the client.

Our client has global operations and specializes in international cash management solutions, including cross-border payments, foreign exchange risk management and commercial lending.

The acquired companies are a bank with a portfolio of foreign exchange operations and payment services in the form of an electronic currency issuer, in addition to a fintech that provides technological support for the bank and collection and international payment solutions for customers of both institutions, both headquartered in São Paulo and with operations throughout Brazil.

The transaction was led by partners Antonio Mazzucco and Leonardo Neri and included the participation of the office's other teams, including associates Moema Giovanella and Fernanda Lazzarini. Partner Rafael Mello provided advice on executive remuneration and labor legislation, and partner Guilherme Martins advised on tax issues to make the most of the transaction.