EVERTEC, Inc. 8-K

What Happened

• On February 2, 2026, Evertec Brasil Informática S.A. (Evertec BR), a wholly‑owned indirect subsidiary of EVERTEC, Inc., entered into a Share Purchase Agreement to acquire 100% of the outstanding common shares of Dimensa S.A. from TOTVS S.A. for approximately R$950 million (about USD $181 million), subject to customary purchase price adjustments.
• The transaction is expected to be funded from Evertec’s existing liquidity and to close in the second quarter of 2026, subject to customary closing conditions and regulatory approval.

Key Details

• Purchase price: ~R$950 million (approximately USD $181 million) subject to customary adjustments.
• Buyer/seller: Evertec Brasil (buyer); TOTVS S.A. (seller); Evertec Group, LLC is guarantor.
• Closing conditions include: seller’s purchase of any Dimensa shares held by B3, distribution of Dimensa’s excess cash to the seller, absence of legal orders blocking the deal, and final approval by Brazil’s antitrust authority (CADE).
• Post-closing: Evertec BR will hold 100% of Dimensa on a fully diluted basis; parties will enter a transitional services agreement for six months; SPA contains customary covenants, reps & warranties, indemnities and a 180‑day outside date (extendable by agreement).

Why It Matters

• This is a material acquisition that will give Evertec full ownership of Dimensa and will be paid from Evertec’s current cash resources, so it could affect Evertec’s near‑term liquidity and future consolidated results once closed.
• The deal is subject to regulatory approval (CADE) and other closing conditions, so completion is not guaranteed; investors should watch for updates on CADE approval, any price adjustments, and subsequent SEC filings or press releases for timing and financial impact details.