TozziniFreire and Cescon on deal between PagBem and Repom

TozziniFreire advised PagBem and Cescon Barrieu advised Repom on the combination of the businesses developed by Repom and PagBem, so that the shareholders of both companies became direct shareholders of Repom.

In this sense, shares representing 30% of Repom’s share capital were issued after the capital increase, which were subscribed by PagBem’s shareholders and paid in through the contribution to Repom’s share capital of all of PagBem’s outstanding shares.

In addition, the agreement also provides that Repom’s shareholders have a call option to acquire all the shares subscribed by PagBem’s shareholders, while the PagBem’s shareholders have a put option on all such shares.

The combination of Repom’s and PagBem’s operations will considerably strengthen Edenred’s leadership in the market and will allow the company to further leverage its scale in the market, with more than 4,000 client companies. Thanks to the great complementarity between the platforms and operations, the agreement will provide significant synergies and increase Edenred’s ability to accelerate its penetration of the Brazilian freight payment market.

In this sense, the two companies combined will have 2,000 highway stations, 4,000 corporate clients and more than 1 million truck drivers in their base, out of an addressable market of around 3 million professionals in this category. The platforms will manage eight million journeys a year.

TozziniFreire advised PagBem Serviços Financeiros e de Logística and relied on partner Oswaldo Dalla Torre (pictured left), associates Cauê Jorge de Almeida, Luis Felipe Sima Bueno, Barbara Correa de Queiroz and trainee Isabella D’Angelo.

Cescon Barrieu advised Repom Instituição de Pagamento and relied on partner Cristina de Freitas Bueno (pictured right), associates Maria Luiza Oliveira de Barros, ,Maria Ribeiro, Mariana Bulcao and Thales Lima.