Linx Launches a Public Offering of Shares in the Form of ADSs

SÃO PAULO--(BUSINESS WIRE)--Linx S.A. (“Linx” or the “Company”) today announced that it has launched its public offering for the sale of 29,274,601 common shares, including in the form of American depositary shares (“ADSs”) by Linx and BNDES Participações S.A., as selling shareholder, in the United States and other countries outside of Brazil (the “International Offering”) and a concurrent offering in Brazil (the “Brazilian Offering”). The International Offering and the Brazilian Offering, which are conditioned upon each other, together comprise the “Global Offering.” The International Offering is being conducted pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (“SEC”) and underwritten by certain international underwriters. The Brazilian Offering is being conducted pursuant to a Brazilian prospecto in Portuguese filed with the Brazilian Securities and Exchange Commission and underwritten by certain Brazilian underwriters. In connection with the International Offering, Linx and the selling shareholder intend to grant to the international underwriters an option to purchase up to 4,391,190 additional common shares in the form of ADSs, minus the number of common shares sold pursuant to the Brazilian underwriters’ option to purchase additional shares, to cover over-allotments of ADSs, if any. In connection with the Brazilian Offering, Linx and the selling shareholder intend to grant to the Brazilian underwriters an option to purchase up to 4,391,190 additional common shares, minus the number of common shares in the form of ADSs sold by us pursuant to the international underwriters’ option to purchase additional shares, to cover over-allotments of common shares, if any.

Linx has obtained authorization for listing the ADSs on The New York Stock Exchange under the symbol “LINX.” The price per common share and price per ADS will be determined based on the bookbuilding process and the closing price of Linx’s common shares on the B3 on the pricing date of the Global Offering.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Jefferies LLC, BofA Securities, Inc. and Itau BBA USA Securities, Inc. are collectively acting as Global Coordinators in the International Offering. Goldman Sachs do Brasil Banco Múltiplo S.A., Banco Morgan Stanley S.A., Bank of America Merrill Lynch Banco Múltiplo S.A. and Banco Itaú BBA S.A. are collectively acting as Brazilian underwriters (Coordenadores da Oferta Global and Joint Bookrunners) in the Global and Brazilian Offerings.

The International Offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the International Offering may be obtained from: [Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: [phone], facsimile: 212-902-9316 or by emailing [e-mail]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone: [phone], or by email: [e-mail]; BofA Merrill Lynch, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, or by emailing [e-mail]; or Itau BBA USA Securities, Inc., 767 Fifth Avenue 50th Floor, New York, New York 10153, Attention: Equity Sales Desk, telephone: [phone] or by emailing [e-mail]]^[1].

A registration statement on Form F-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Linx

Linx is a leading cloud-based technology company in Latin America and a market leader in Brazil focused on developing and providing affordable, easy-to-use, reliable and seamlessly integrated software solutions to retailers in Latin America through its SaaS business model.

^[1] Underwriters to confirm.