Operator: Good morning. Welcome to the conference call of TOTVS and Bematech on the proposal for a corporate reorganization involving both companies. Today we have Mr. Rodrigo Kede, TOTVS President, Mr. Cleber Morais, Bematech s CEO, Mr. Gilsomar Maia, TOTVS IRO, and Mr. Marcos Perillo, Bematech s CFO and IRO. We would like to inform you that all participants will be in a listen-only mode during the Companies presentation. After Companies remarks, there will be a question and answer session for investors and analysts, when further instructions will be given. Should any participant need assistance during this call, please press *0 to reach the operator. Today s live webcast may be accessed through TOTVS s IR website at ir.totvs.com or Bematech s IR website at ir.bematech.com. Before proceeding, we would like to mention that during this conference call, forwardlooking statements may be made relating to TOTVS s and/or Bematech s business prospects, operational and financial estimates and goals, based on the beliefs and assumptions of companies management and on information currently available. Forward-looking statements do not guarantee performance. They involve risks, uncertainties, and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Investors should understand that general economic conditions, industry conditions, and other operational factors could also affect TOTVS and/or Bematech s future results and could make these results differ materially from those expressed in such forward-looking statements. Now, I will turn the conference over to Mr. Rodrigo Kede, who will begin the presentation. Rodrigo Kede, you may begin the conference. Rodrigo Kede: Thank you operator. Good morning everyone, thank you for participating in our conference call today. We will start with slide 2 where we have the topics that we are going cover in this presentation. We are going to talk about the deal structure, we are going to talk about the opportunity we see to digitize the retail market through integrated solutions, we are going to talk about the combination of knowledge and technology, that is a result of this deal, we are 1
going to talk about from retail from A-Z as we are going to cover all the segments in retail, we are going to end with a discussion on a final value to the client and the next steps going forward. Starting with the transaction structure, you can see on slide 3 we have 3 main steps that are being proposed as part of this reorganization: First, Makira II, which is a wholly-owned subsidiary of TOTVS, we will issue common and preferred shares which will be delivered to Bematech shareholders in exchange for their Bematech common shares in the ratio of 85 preferred shares and 15 common shares of Makira II for each common share of Bematech. In a second moment 100% of Makira II preferred shares are redeemed in cash and canceled. And then, as a third and last step, TOTVS merges Makira II and issues 2,170,000 common shares and deliver them to shareholders of Makira II originally from Bematech in exchange of their common shares. At the end of these 3 steps Bematech shareholders becomes TOTVS shareholders, they receive R$9.35 (excluding dividends) and 0.043421 common shares of TOTVS for each common share of Bematech. These 3 steps that compromise the proposal that's being presented by management of TOTVS and Bematech to their respective shareholders meeting. If there is approval by the shareholders the reorganization will not be effective until we have the approval of CADE, which is the local antitrust agency. Now let us talk about the strategic reasons that made us go forward with this move and you can see in slide 4. Despite the tough economic and political environment that Brazil is in right now, we do believe that there is still huge opportunity in the Brazilian market. We have been saying that to grow in a sustained way the country needs to invest and be more competitive, be more efficient and be more productive, and we believe that the only way we are gonna to get thare as a country is through having investments in infrastructure, both physical and logical, education and technology. When we analyze the IT penetration as part of the GDP we see about 1.9%, which is very different from what you see, as an example, in the G7, which is 3.4%. This of course includes devices and hardware, so there are different ways to analyze that; if you exclude 2
the devices, this ratio from almost 2 gets to almost 3. This is information that is being used from Gartner and World Bank. According to IBGE, which stands for the Brazilian Institute for Geography and Statistics, Brazil has more than 4.6 million companies that are active and informal. More than half of these companies are in the retail sector, being most of them very small companies with less than 10 employees. Naturally the larger groups in Brazil, they are more digitized, they are more heavily and tech-intense, but there is a big opportunity to digitize the entire Brazilian retail market. We believe that this digitalization process will make retail in Brazil more modern, efficient, productive through integrated business solutions that will address systems management back-office, point-of-sale, e-commerce, mobility and means of payment and the commercial automation, and this is very aligned with the view we have of Brazil that we are going to see a wave of competitiveness efficiency and productivity coming despite the tough economic environment. The company that leads digitization process will be seen as the standard to be followed and once we do that we believe we are going to achieve different levels of loyalty and credibility with the clients and that will entitle us to monetize and lead this digitalization process. We believe that with Bematech TOTVS will lead this process. As you can see in the slide 5 TOTVS and Bematech are serving entirely the retail chain combining know-how in physical retail and e-commerce and they are very highly complementarity of specialized solutions in various retail sub segments portfolios, including supermarket, food service, apparel, footwear, construction materials, electronics, cash and carry, cosmetics, car dealerships, passengers transports, department stores and hotels. So what TOTVS has today as a strong is different from what Bematech today has as strong, so the combination is very strong. In addition to the portfolio of retail solutions TOTVS and Bematech also complete each other in the distribution systems, as you can see in the slide 6, the distribution channels. Today TOTVS provides productivity and collaboration platform, specialized software in apps, mobile POS, e-commerce and we are present in companies of different sizes in the 3
retail segments, serving large accounts through our TOTVS Private division, the SMB market through our 54 units, which some are our own units, some our franchises, and the low-end through our Fly01 offering with 50 different points of sales for TOTVS. With Bematech we will be able to serve the retailers from (what we call) A-Z in more than 500,000 companies, we will at large accounts, expand more our presence in the SMB and we will have an unbeatable distribution over more than 5000 Brazilian cities, which is pretty much all Brazil. Moreover, we will extend our portfolio of specialized management software and apps, mobile POS and means of payment, in addition to commercial automation equipment. For all of this, we believe that Bematech and TOTVS will create the most complete provider of business solutions to retail in Brazil and we are going to be able to lead the digitalization process of the Brazilian retail sector and most importantly add value to our clients as they need to be more efficient, more productive and more competitive. To summarize, at the end we believe, you can see in the slide 7, we will combine the best in terms of knowledge and innovation that we see today in Brazil, we will have the best distribution channel with more regional presence, we will provide an even more complete and integrated solutions for retail, we see ourselves now once everything is approved of course as a one-stop-shop for retailers and now we are going to cover the entire retail chain with all the sub segments. Moving to slide 8 you can see the next steps of this reorganization. This transaction will be as soon as possible submitted to CADE CADE stands for the antitrust local agency and on September 3 rd transaction approved. both companies will hold shareholders meetings to get the So before I move to the Q&A I just want to open for Cleber. Cleber, do you want to add just a quick few words or you want to move to the Q&A? Cleber Morais: Yes Rodrigo, thank you. Good morning. As Rodrigo mentioned, we will wait our process to be approved by the shareholders and the CADE, it's important process that we will follow, but after that and considering the case we really see a tremendous synergy in the process combining the best of bridge IT 4
companies in Brazil, mainly focusing on the retail; retail, as we mentioned in the past, is a great market in Brazil because it has a strong demand for technology. And during this weekend or during these 48 hours we had a chance to talk with our employees, in the case of Bematech, and they see it as a very positive movement for both companies. We had a chance to talk with customers and channels and we really see a positive scenario in this union. As a matter of fact, some synergies and some aspects that we will study in the future after the approvals, but again, we are very positive with the movement and we see that we have a great market and a great momentum for the future. That's it. Maybe me and Rodrigo we can enter in the Q&A session. Rodrigo Kede: Thank you Cleber. Let's now move to the Q&A. Operator: Ladies and gentlemen, we will now begin the question and answer session. If you have a question, please, press the star key followed by the one key on your touchtone phone now. If at any time you would like to remove yourself from the questioning queue, please, press start two. Our first question comes from Andrew Campbell, from Credit Suisse. Andrew Campbell: Yes, thank you for taking my question. It is related to the synergy opportunities that you mentioned. Would it be possible to give a little more color on where these synergies will come from? For example, do you see an opportunity to sell some of the TOTVS products and services into the Bematech customer base or vice versa? Or do you believe the synergies are more on the costs and the efficiency side? And if it would be possible at this stage to quantify any of the synergies. Thank you. Rodrigo Kede: Thank you Andrew. Right now we are not going to be able to quantify the synergies, but I think the priority and the biggest opportunities are on the top line. We see lots of synergies of selling TOTVS portfolio in Bematech's clients and vice versa. 5
So I think the most important point of all this deal is really making 2 plus 2 become 5, I think we are going to have an end-to-end integrated portfolio to serve our clients and that's where we see synergy. Just a quick example, you get the 500,000 clients, I mean, this is huge, right? And you see our offer that we have in Fly01; if you just add a little bit and modify that with some of what Bematech has you have a great opportunity. So there are some large clients that Bematech will bring as part of this deal, our portfolio service very well for large clients, we have a great productivity in collaboration tool that we call Fluig so there are lots of synergies that we think will happen in the top line. What we need to do is four hands, sit down, look into the technology, to the market, to the distribution channel and make sure that we define the right way to monetize those energies. Having said that there are only synergies on cost that we will be very diligent looking to it, but that's not where we see the biggest opportunity. Andrew Campbell: I see, I see. And I know that TOTVS has typically had a balance between its franchise model and its own employees in terms of the distribution model. What kind of model do you think the company will use going forward? Rodrigo Kede: Yes, that's a good point. Half of our business comes from our own units and half comes roughly from the franchisees. We do have 3 divisions, we do have a private division that is 100% with us, we do have the SMB division that is the one that is shared in terms of management with the franchisees, and we do have the Fly01, which is the very small Nano business, which is 100% owned by TOTVS. The work we have to do is analyze Bematech because they fit into the 3 big groups we have and we gotta make sure that once you do it we add value and we monetize both distribution channels. If you look to the Nano, for example, the Fly01, I think that is a nobrainer, no-brainer. I mean, the presence that Bematech has, their 5000 resellers this is a boost. When you look to the private is very simple, when you look to the SMB then there is work to be done, so we do it the right way. But we do believe that there are synergies and we 6
still need to sit down and do this detailed work so once this is all approved we move in the right direction. Andrew Campbell: Great, thank you. Operator: Our next question comes from Michel Morin, from Morgan Stanley. Michel Morin: Thank you, good morning. So when you mentioned 500,000 clients that's a very big number, but I was wondering given the phase of the economy and given that a lot of these are small independent entrepreneur-run companies, what is the experience in past recessions? And maybe there isn't any data on this, but I'm just wondering how we should be thinking about the risk of clients attrition from bankruptcies increasing significantly? So you can give us a little bit of a historical perspective on how Bematech s client base has evolved during economic cycles that will be helpful. And then the second question would be whether or not there is any goodwill being created here, which might give you some tax deductions. Thank you. Rodrigo Kede: Thank you. Cleber Morais: Rodrigo, maybe I can have the first part, but considering the economic scenario in Brazil what's happened with the retail business is; we have been growing like 3 times GDP in the past, right now the retail is more flat. We don't see for the future a risk for the reduction, but the market could be flat. But the opportunity here that the retail in Brazil needs a lot of technology investments, I mean, talking about e-commerce, mobility, they really need differentiation in technology to continue growing. In the case of Bematech we see in the franchise business or in some restaurant business, we continue seeing some growth, for sure a small growth, but right now with the synergy of both companies we have a strong offer to the market using this coverage in this 7
channel model that we have and for sure that combining the 2 solutions we will be the company in Brazil. Rodrigo Kede: Yes, let me just complete with a few points. First, we do believe that despite the economic downturn there is opportunity in retail. If you see our second quarter results one of the best points was our performance in retail, where we grew almost at 22%. Of course the behavior in small clients, midsized clients and big clients is different, but we do believe that there is an opportunity across the board; the market is the still there. While some will disappear others will take their place. 54% of the companies in Brazil are in the retail market and we see that once you offer an integrated solution to them, market is there and they will acquire. Of course when the economy gets better people start level of consuming starts to go up and at some point that will happen that makes life easier. On the goodwill it is about R$100 million. We still have some work to finalize it, but it's around that number. Michel Morin: Great, thank you very much. Operator: Our next question comes from Andres Coello, from Scotiabank. Andres Coello: Yes, thank you for taking my question. According to the Apsis evaluation methodology the cost of payment methods of Bematech will increase to 95 million in 2016. So can you please explain why there will be such an increase in this specific cost line? Thank you. Rodrigo Kede: Thank you Andres. That is a good question; the number you saw is a typo. If you see the table I think in the next page I think it has the correct number. So I'm going to ask Maia just to jump in and conclude the answer. 8
Gilsomar Maia: Yes Andres. Probably the number you got this from is in the middle of the text. There is a table showing the projections of Apsis and there is the correct figure that is about 19 million. Andres Coello: Okay, okay that's very important. Just one second question. Regarding the impact of the increase in the payroll tax; will that be applicable only to software or also to technology? Meaning hardware Rodrigo Kede: No, that is applicable to all companies in Brazil as of now. We don't know how that will impact Bematech, but I will keep the answers that we have been giving before: This is still under approval in the Senate, there has been good news and bad news every week, so the opinions have been very volatile, but we don't think that this is something that is going to hit this year, and if it hits part of this has to be price increase, part of this has to be managed through cost and expense management. Andres Coello: Yes, but it's mainly on software area? Rodrigo Kede: The main impact, if it happens, it's going to be in the software business. That's Cleber's point. Andres Coello: Yes, okay, thank you. Operator: Our next question comes from Sunil Rajgopal, from HSBC. Sunil Rajgopal: Thank you for taking my question. With this acquisition I see probably TOTVS would come into direct competition with one of their major players in the market in the retailing segment. How does the company see the market share evolution from here considering that TOTVS has been historically focused in the medium-scale business, and now with the acquisition of Bematech it will be going down to small businesses? 9
What is your view on the market share that you can take up in the retail segment? Thank you. Rodrigo Kede: Yes, I can't give you numbers, but if you go back to TOTVS story over the last 30 years the structuring point of TOTVS was in the very small companies. We believe that the small companies today are the midsized and the bigger companies of the future. We do believe that these companies are also part of the bigger market and they also need technology. If you look 10 years ago if you were a smaller retailer you would have just a simple point of sale and that's it. I think today's technology is going to touch everyone. So I think that TOTVS is more on the concept of we are going to go where the opportunity is and, as we said, we think that the retail market is going to go through digitization process over the next few years. They will get connected and there is a huge opportunity there if you see the profile of Brazil. So being in the small companies is not something unusual for us; that's how TOTVS was born and we do have a very reasonable not compared to Bematech, but large base of the small companies too. Sunil Rajgopal: Sure. Thank you very much. Operator: Our next question comes from Valder Nogueira, from Santander. Valder Nogueira: Good afternoon gentlemen. One important aspect of this deal is the means of payment venue. How penetrated do you believe that the segments that you guys act together are already penetrated and how much more penetration do you believe we can get from all ends? Of course also taking part of what Bematech has done on its niche and carrying over to some of the niches that TOTVS is also playing. Rodrigo Kede: Valder thanks for the question. This is a good point. We believe that our whole point of this deal is that we are going to be a one-stop-shop for retailers that we 10
are going to provide integrated solutions to our clients and that goes from the back-office to their core applications, to the point of sale, to automation, to collaboration, right? Means of payment becomes a critical part of all of this and if you look to what is happening outside Brazil I think that is a very attractive market and there is some type of conversion that we are going to see happening. So we do see a lot of opportunities there, it is difficult to talk about market share, it's difficult to talk about potential partnerships, as you know TOTVS and Bematech, we do have our partners own means of payment today, we do have Rede, on Fly01, I think Bematech has Rede on one piece, I think they have another part that Cleber can cover, so I think this is that there is opportunity there once we become a fully integrated solutions provider. Cleber, do want to complete? Cleber Morais: Yes. Valder you know that means of payment is core strategy for Bematech, we implement some partnership with Rede on the case of Bemacash, in the distribution model using the capillarity for resellers, we get the distribution model from Get Net, and we really believe that what's happening in US with Square and Clover will be a trend for Brazil. And right now we are in the momentum to gain share and deliver the strategy that we have been doing for a few years and for sure that will be core for our strategy. Valder Nogueira: Thanks for the questions. Just one follow-up. How do you believe the offers that you guys are going bundle are going to continue to push forward compared with a potential partnership between Linx and Cielo? Cleber Morais: Valder, I've never seen the products for Linx and Cielo yet, I believe that they launched that partnership one year or any year and a half ago. Bematech placed the Bemacash in the market and right now is a breakthrough technology in the middle size and as soon as we see the solution for them, make sure that we will have a bunch of solutions to compete and continuous gain share. 11
Valder Nogueira: Okay, thank you guys for the call. TOTVS & Bematech Conference Call (English) Operator: Ladies and gentlemen, as a reminder, if you would like to make a question, please, press start one. This concludes today's question-and-answer session. I'd like to invite Mr. Rodrigo Kede with his closing statements. Please, go ahead Sir. Rodrigo Kede: Okay, so to summarize I think where and why we see an opportunity here. There are 5 main points that I think are relevant that I want to cover before we end the call. First, TOTVS is a strong in 6 sub segments of retail while Bematech is a strong in another 6 sub segments of retail, so the combination makes us cover end-to-end retail. Second point is the distribution channel. The combination of what we have in TOTVS, in our units, in our franchisees that cover the entire territory in Brazil, if you add the 5000 channels that Bematech has it becomes very powerful. So that's the second point. Third point is the client base. TOTVS has a very strong client base and Bematech is going to add 500,000 clients, so the chances to monetize that are very critical, very important and that's the third point. Fourth point is about portfolio, once we add both portfolios we really become a one-stopshop integrated solution company with the best end-to-end solutions for the entire retail; from back-office to e-commerce, to automation, to mobile point-of-sale. And the fifth and last point, which is also very important, dominating the retail market will give us a huge database. So if we believe that data is the next natural resource, the natural resource of the 21st century we are going to be able to understand client behavior, we are going to understand trends, profiles and that data is a massive. So if you add those 5 points that summarizes why we make the move. Not to mention that the knowledge and the innovation that Bematech brings on the retail and the people will add a lot to the leadership that TOTVS has today. So thank you very much for your participation, I wish you all a great day. Thank you. 12
Operator: This concludes TOTVS and Bematech audio conference for today. Thank you very much for your participation and gave a good day. 13