Experian to acquire Clearsale in Brazil

Experian plc

04 October 2024

 

news release

EXPERIAN TO ACQUIRE CLEARSALE IN BRAZIL 

4 October 2024 - Experian, the global data and technology company, is pleased to announce that it has agreed to acquire ClearSale S.A.¹, the leading digital fraud prevention provider in Brazil.   

Brian Cassin, Chief Executive Officer said:   

"We have established a leading position in identity and fraud (ID&F) in Brazil, an attractive, high growth market and one of our strategic growth priorities globally. The acquisition of ClearSale extends our ID&F suite, adding transaction fraud detection to our existing strengths in account opening and account takeover fraud prevention. ClearSale will add to our growth potential in Brazil and is a further step towards our ambition to provide comprehensive ID&F and credit risk solutions through our integrated platform."  

Overview and Strategic Rationale   

ClearSale is a leading provider of digital fraud prevention solutions in Brazil. ClearSale's premier offer is an end-to-end platform solution which combines data, analytics and decisioning using artificial intelligence and machine learning to detect fraud in card-not-present transactions. ClearSale's over 7,400 active clients include some of the largest online retailers, banks and telecommunications companies in Brazil.  

Leveraging its proprietary historical database, ClearSale enables online retailers to swiftly and accurately verify consumer identities during transactions, leading to increased automated approvals while simultaneously enhancing fraud detection and prevention.   

Serasa Experian has established a leading position in ID&F, primarily helping clients to prevent fraud when they authenticate and onboard their customers through digital channels. Serasa Experian also increasingly provides ID&F solutions through a combined sale across credit analytics and fraud risk management.   

ClearSale is highly complementary and synergistic to Serasa Experian's existing ID&F business. By combining ClearSale's scaled position with Serasa Experian's existing capabilities, we will deliver a more comprehensive and superior experience to clients. We expect the combination to unlock new use cases and widen the market opportunity still further, positioning Serasa Experian strongly to address this attractive growth market.   

Financial information   

The acquisition of 100% of ClearSale is for a price per share of R$10.56. The cost to Experian, net of cash and other closing conditions, amounts to a total of up to R$1,905m (c.US$350m²). The deal is to be funded from a combination of Experian's existing cash resources and by the issuance of Brazilian Depositary Receipts (BDRs)³. The acquisition is subject to certain conditions including regulatory review by the Brazilian Administrative Council for Economic Defense (CADE) which we anticipate will conclude in the first half of calendar year 2025. In the first full fiscal year of ownership, we expect the acquisition to add revenues for ongoing activities of c. R$490m and Benchmark EBITDA of c. R$130m.   

1.   ClearSale is listed on the Brazilian Stock Exchange (B3) in the Novo Mercado listing segment under the ticker CLSA3. 

2.   US$/R$ spot exchange rate of 5.48 as at 3 October 2024. 

3.   Under the terms of the agreement, ClearSale's shareholders will be presented with the option to choose between a cash-based offer or a combination of cash and Experian BDRs. Experian will establish a Level I BDR programme prior to completion of the transaction in order to facilitate the issuance of the BDRs to those ClearSale shareholders who elect to receive Experian BDRs.(bank-issued certificates representing shares in Experian on a one-for-one basis for trade on the Brazilian stock exchange). 

Experian 

Nadia Ridout-Jamieson          Investor queries     [phone] 

Gerry Tschopp, Nick Jones    Media queries 

Teneo 

Graeme Wilson and Louise Male                          [phone] 

About Experian

Experian is a global data and technology company, powering opportunities for people and businesses around the world. We help to redefine lending practices, uncover and prevent fraud, simplify healthcare, deliver digital marketing solutions, and gain deeper insights into the automotive market, all using our unique combination of data, analytics and software. We also assist millions of people to realise their financial goals and help them to save time and money.

We operate across a range of markets, from financial services to healthcare, automotive, agrifinance, insurance, and many more industry segments.

We invest in talented people and new advanced technologies to unlock the power of data and innovate. As a FTSE 100 Index company listed on the London Stock Exchange (EXPN), we have a team of 22,500 people across 32 countries. Our corporate headquarters are in Dublin, Ireland. Learn more at experianplc.com.

 

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