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Grupo de Moda SOMA S A : Material Fact - Closing of Hering Deal

09/17/2021 | 09:42pm


Avenida Pasteur, nº 154, Botafogo

CEP 22290-240, Rio de Janeiro, RJ

Corporate Taxpayer Number (CNPJ/ME) 10.285.590/0001-08

Enrollment with the Board of Trade (NIRE) No. 33.3.0031538-1

Listed Company with Authorized Capital Stock

Enrollment with the Brazilian Securities Commission No. 2501-1


Combination of Businesses of Grupo de Moda Soma S.A. and Cia. Hering

Grupo de Moda Soma S.A. ("SOMA" or "Company" B3: SOMA3), in compliance with the provisions of the

Brazilian Securities Commission ("CVM") Rule No. 44/2021, and updating the information contained: (i) in the notice of material fact disclosed on April 26, 2021, in which the business combination transaction between the Company and Cia. Hering ("Hering" and together with SOMA, "Companies"), formalized through the execution, on the same date, of the Association Agreement and Other Covenants ("Association Agreement") and of the Voting and Assumption of Obligations Commitment ("Voting Commitment"), was disclosed; (ii) in the notice of material fact disclosed on July 5, 2021, in which the execution, by the Companies, of amendments to the Association Agreement and to the Voting Commitment, in order to formalize the new structure for the business combination transaction ("Transaction"), was disclosed; (iii) in the notice of material fact disclosed on August 11, 2021 and re-presented on September 2, 2021, concerning the approval, by the board of directors of the Company, of the execution of the Protocol and Justification containing the terms and conditions of the Transaction ("Protocol and Justification"), as well as the convening of extraordinary general shareholders' meetings of the Companies to resolve on the Transaction, called for September 14, 2021 ("Meetings"); and (iv) in the notice of material fact disclosed on September 14, 2021, regarding the approval if the Transaction by the Meetings and the disclosure of the final amounts of the Value of the Portion in Cash and the Exchange Ratio, as provided in the Association Agreement, after the applicable adjustments, hereby informs its shareholders and the market in general that, on this date, the closing of the Transaction has occurred, and consequently those who held shares issued by Hering after the end of the B3 trading session of today will become holder of shares issued by SOMA, at the proportion of the final Exchange Ratio. In this view, as of the beginning of the B3 trading session of September 20, 2021, the shares issued by Hering will no longer be traded at B3 and former Hering's shareholders will become shareholders of SOMA.

The Company informs also that is performing all necessary acts to carry out the payment of the Value of the Portion in Cash to the shareholders of Hering and will announce, in due time, the date in which the payment will be accomplished, in accordance with the term provided in the Association Agreement.

The Company will keep its shareholders and the market informed of the relevant progress of the matters discussed herein, under the terms of CVM Rule No. 44/2021.

Rio de Janeiro, September 17, 2021.


Gabriel Silva Lobo Leite

Chief Financial and Investor Relations Officer


Grupo de Moda SOMA SA published this content on 17 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2021 01:41:00 UTC.

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