Unifique Telecomunicações S.A. (BOVESPA:FIQE3) signed a purchase and sale agreement to acquire Proserver Telecomunicações S.A. for approximately BRL 226.2 million on March 16, 2022. The Acquisition Price will be paid as follows: i) a cash amount of 25% of the Equity Value; ii) 40% to be paid in 31 equal, monthly and consecutive installments; iii) 10% in a single installment in the 60th month; and iv) 25% to be paid until the 38th month after the closing date of the Acquisition, through the transfer of up to 6.55301 million shares considering the price of BRL 5.131450 per share. The payments of the installments of the Acquisition Price will be corrected by the CDI. The Shares Installment has a minimum guaranteed profitability clause of 96.65% of the appreciation in value of the shares. If any difference, it may be settled in Unifique shares and/or in cash, at the Unifique sole criteria. If the Unifique stock, in the 38th month, appreciates above the minimum guaranteed profitability, the positive balance will be deducted from the amount of shares to be transferred to the sellers. The Acquisition Price is also subject to certain usual adjustments due to the variation of Sygo Internet's debt, cash and stock, as well as due to the eventual variation of the quotation of the shares object of the Share Portion between the closing date and the effective transfer date. The Agreement also provides for an Earnout clause conditioned to the achievement of customer base expansion goals in the State of Rio Grande do Sul. The potential Earnout payment, to be adjusted by the CDI, is up to BRL 5.5 million and will be calculated in the 15th month after February 28, 2022. The conclusion of the Acquisition is subject to the fulfillment of certain conditions precedent usual to this type of transaction, including the approval of the Acquisition by CADE and ANATEL.


Unifique Telecomunicações S.A. (BOVESPA:FIQE3) completed the acquisition of Proserver Telecomunicações S.A. on March 16, 2022.