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Getnet Adquirencia E Servicos Para Meios De Pagamento S.A. - Instituicao De Pagamento
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6-K
Nov 14, 6:10 AM ET
Getnet Adquirencia E Servicos Para Meios De Pagamento S.A. - Instituicao De Pagamento 6-K
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Contents
13
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 11, 2022
2.CALL NOTICE AND ATTENDANCE: Call notice waived considering the presence of all of the members of the Board of Directors.
3.MEETING BOARD: Mr. Carlos Rey de Vicente, acting as chairman of the meeting, invited Mrs. Daniela Mussolini Llorca Sanchez to act as secretary.
4.AGENDA: Pursuant to Article 19, XXVII of the Company´s bylaws, resolve on the issuance of an opinion regarding the public delisting tender offer in Brazil (the “Brazilian Offer”) and the public delisting tender offer in the United States of America (the “U.S. Offer” and, together with the Brazilian Offer, the “Offers”) currently being carried out by the Company´s direct controlling shareholder, PagoNxt Merchant Solutions, S.L. (“PagoNxt”) for the acquisition of all the Company’s issued and outstanding (i) common shares (the “Common Shares”), preferred shares (the “Preferred Shares” and, together with the Common Shares, the “Shares”) and units, each composed of one Common Share and one Preferred Share (the "Units"), traded on B3 S.A. - Brasil, Bolsa, Balcão ("B3") and (ii) American Depositary Shares, each representing two Units (the "ADSs"), traded on the Nasdaq Global Select Market ("NASDAQ"), not held, directly or indirectly, by PagoNxt Merchant Solutions, for the purposes of delisting Getnet and, thus, terminating (i) Getnet’s registration as a publicly-held company (Class A) with the Brazilian Securities and Exchange Commission ("CVM"), pursuant to CVM Resolution No. 80, dated March 29, 2022 and CVM Resolution No. 85, dated March 31, 2021 ("CVM Resolution 85"); (ii) Getnet’s registration with the U.S. Securities and Exchange Commission (“SEC”); (iii) the trading of the Shares and the Units on the B3, pursuant to B3's Issuer Manual; and (iv) the trading of the ADSs on the NASDAQ, as approved by the Company´s shareholders at the Extraordinary General Shareholders´ Meeting held on July 8, 2022.
5.RESOLUTIONS:
6.CLOSING: There being no further matters to be resolved, the Chairman thanked those present and finalized the meeting so that these minutes could be drawn up, after which, after being read, were approved electronically by those present. Meeting Board: Carlos Rey de Vicente, Chairman and Daniela Mussolini Llorca Sanchez, Secretary. Board Members: Carlos Rey de Vicente, Ignacio Narvarte Ichazo, Javier San Félix Garcia, João Guilherme de Andrade Só Consiglio, Marcelo Augusto Dutra Labuto and Cassio Schmitt.
1.THE OFFERS AND THE FACTS PRECEDING THE ISSUANCE OF THIS OPINION.
2.SCOPE OF THIS OPINION.
3. CONVENIENCE AND OPPORTUNITY OF THE OFFERS.
4. REPERCUSSIONS OF OFFERS ON THE COMPANY'S INTERESTS.
5. STRATEGIC PLANS DISCLOSED BY THE OFFER IN RELATION TO THE COMPANY.
6. OTHER RELEVANT ITEMS.
7. CONCLUSION.