Claro finalized the acquisition of control of Desktop on Thursday, October 1st, one of the main regional internet service providers in Brazil. The group acquired 84,684,273 ordinary shares, representing 72.83% of the share capital, for an amount of R$ 1.75 billion, which is equivalent to R$ 20.63 per share. This value is subject to possible adjustments, as stipulated in the contract.
The agreement was disclosed on March 22nd, when the initial price established was R$ 20.82 per share. The current sellers include the Makalu Brasil Partners fund and four individuals: Denio Alves Lindo, one of the company's founders; Mucio Camargo de Assis Filho, Marcos Camargo de Assis, and José Carlos Franco Júnior. Claro stated its purpose to expand its presence in the fixed broadband segment by integrating Desktop's network infrastructure, customer base, and regional reach.
The transaction was completed after receiving the necessary approvals from both Cade and Anatel. The Competition Superintendence of the agency granted preliminary consent at the end of May, imposing on Claro the condition to reorganize its access networks to use only one attachment point on poles, with a deadline of up to 24 months, extendable for the same period. Subsequently, in September, the General Superintendence of Cade validated the purchase without imposing additional restrictions.
Desktop serves more than 1.2 million customers distributed across more than 200 municipalities. Among the most relevant markets are Campinas, Praia Grande, Sorocaba, Piracicaba, São José do Rio Preto, Sumaré, São José dos Campos, and São Carlos, all located in the state of São Paulo. The fiber optic packages offered start at 200 Mb/s for R$ 90 monthly, potentially reaching 1 Gb/s for approximately R$ 120 monthly. In addition to fiber connection, the company also provides mobile telephony, pay TV, and streaming services.
The total cost assumed by Claro is divided into three distinct components. Of the R$ 1.62 billion paid immediately, R$ 20 million were retained as collateral to cover debt adjustment, which will be determined based on Desktop's net debt as of September 30th. A deferred portion is intended to cover any indemnities owed to the sellers and will be released monthly, following the provision in the March contract, which established a five-year term for such releases.
There were also changes in Desktop's management team. Part of the board of directors was replaced, and Rodrigo Marques de Oliveira assumed the position of president, while Roberto Catalão Cardoso was appointed as financial and investor relations director.
In parallel, Claro plans to file with the Securities and Exchange Commission (CVM) a request to register a Public Acquisition Offer (OPA) for control alienation, known as tag along. This offer aims to acquire up to all the ordinary shares of the other shareholders, including administrators, excluding those held in treasury. The price per share will be identical to that paid to the sellers, considering net debt adjustments and the deferred portion. Claro alleges that this offer falls under the exemption from valuation report, given that the price was defined based on the operation itself.
Along with the OPA, Claro intends to make proposals to change Desktop's registration with the CVM, moving it from Category A to Category B. This change would result in the withdrawal of shares from the stock exchange and exit from the Novo Mercado, a listing segment with stricter governance standards. This is known as the unified OPA, although the buyer has reserved the right to withdraw from these two stages at any time.