Experian Acquires ClearSale for R$ 2.065 Billion: A Strategic Move in the Anti-Fraud Industry
In a significant development within the global information management and anti-fraud industries, Experian, the parent company of Serasa, has reached an agreement to acquire ClearSale for R$ 2.065 billion. The acquisition comes just three years after ClearSale’s initial public offering (IPO). According to sources close to the matter, an official announcement of the deal is expected shortly.
The Transaction Details
The negotiations for this acquisition began over a year ago and signal a strategic move for Experian, a major player in data analytics and credit reporting. Under the agreement, Experian will pay R$ 10.56 per share for ClearSale, representing a 23.5% premium over the recent market price. This price is also over 100% higher than the stock’s valuation back in March when news of the potential acquisition first emerged.
ClearSale’s market valuation at the time of its IPO in July 2021 was R$ 4.7 billion, and the company had infused R$ 700 million from the market. However, the current valuation reflects a market cap of less than half of its initial offering price.
ClearSale Shareholders’ Options
Shareholders of ClearSale have been presented with three choices for the transaction’s completion: receive 100% in cash, 100% in Experian’s soon-to-be-created Brazilian Depositary Receipts (BDRs), or opt for a mix of 95% in cash, 5% in BDRs, along with an earnout of up to R$ 1.25 per share based on performance targets over the next five years. If the company’s founder Pedro Chiamulera chooses the BDR option, he would become the largest individual shareholder in Experian, which boasts a market cap exceeding $35 billion on the London Stock Exchange.
Role of Founder Pedro Chiamulera
As part of the acquisition, Pedro Chiamulera will receive an additional R$ 100 million for agreeing to a five-year non-compete clause, paid out at R$ 20 million annually. During this period, he will also provide consultancy services to ensure a smooth transition and asset integration between the two companies.
Synergies Between ClearSale and Experian
The acquisition is strategically advantageous for Experian, as ClearSale’s operations are highly complementary to its own. ClearSale specializes in analyzing customer behavior to prevent fraud, offering its services to the top 10 e-commerce players and 7 of the top 10 financial institutions in Brazil. Their anti-fraud technologies range from detecting obvious fraudulent activities, like fake links, to more subtle consumer behavior changes that might indicate fraud.
Market Overview
In Brazil, the combined entity will strengthen its position in the credit analysis market where Serasa Experian already holds a 60% market share. Combining ClearSale’s sophisticated fraud prevention tools with Experian’s extensive data management capabilities sets the stage for enhanced consumer protection and data security in the region.
Advisors and Legal Representation
ClearSale engaged BTG Pactual and Itaú BBA as financial advisors and received legal counsel from Stocche Forbes during the transaction. Experian was advised by Bank of America and was legally represented by Lefosse Advogados. Pedro Chiamulera sought advice from Fagundes, Menezes, and Derraik – FM/Derraik, while Innova Capital, ClearSale’s other major shareholder, consulted with Spinelli Advogados.
This acquisition underscores the growing importance of robust anti-fraud measures in the digital age and highlights the strategic direction large firms like Experian are taking in safeguarding consumer data through comprehensive mergers and acquisitions. For more information on Experian, visit their official website.
