Enjoei announced, this Friday (10), the acquisition of Gringa for R$ 14.250 million, in addition to a share in shares. Founded in 2020 by Fiorella Mattheis, Gringa is an online platform that intermediates the sale of second-hand luxury items, under the curatorship of a specialized team.
In a material fact, the company details that the structure of the operation consists of the acquisition of 95% of the total share capital of Gringa, upon payment of R$ 14.250 million.
The amount, subject to the usual adjustments to this type of transaction, must be paid in two annual installments, with an additional, contingent and variable installment, to be determined after the end of fiscal year 2024.
The transaction also provides for the incorporation, by the company, of the remaining shares of Gringa held by the sellers, which will correspond to 5% of the company’s share capital, so that, as a result, the company will hold 100% of Gringa’s share capital.
Enjoei highlights that, in a short period of time, the brand has engaged customers, created a wide network of influencers, promoted dozens of live-shops, opened a physical pop-up store and gathered a talented team.
“Excellence in the full-service operation (pick-up and delivery logistics, curation, authenticity verification, price suggestions, publication, sales intermediation and after-sales) is the pillar of Gringa’s strategy”, he explains.
According to the company, Gringa has the same characteristics that led Enjoei to be the leader in the secondhand fashion segment in Brazil: a brand with a strong identity that brings together, generates engagement and a desire for discovery through unique products.
Enjoei highlights that these attributes allow 72% of items received to be sold within 3 months.
“The Gringa operation already demonstrates solid traction and relevant sales volume, with GMV in October 2021 annualizing R$ 18 million, a historical growth of 330% year on year, and more than 140 thousand visits to the platform per month”, he informs.
The company says it believes it has the potential to accelerate Gringa’s growth through product and technology development, increasing the user base and data intelligence – providing operational synergies to consolidate Gringa as a reference channel in the intermediation of luxury items in Brazil .
“With the acquisition of Gringa, the company reinforces its growth strategy by expanding its assortment and positioning itself in the growing and profitable luxury market, continuing to encourage the extension of the useful life of products and the promotion of the circular economy”, he highlights.
The operation also allows the exploration of the market through a new brand, with the necessary attributes for this audience, expanding the spectrum of average ticket of Enjoei’s transactions.
Fiorella will continue to lead Gringa, as an executive and ambassador, committed to achieving business goals, in addition to generating value for the entire Enjoei ecosystem.
Operation
Within the scope of the Merger of Shares, a total of 200,025 registered, book-entry common shares, without par value issued by Enjoei, will be issued in favor of the sellers, to be delivered in proportion to their direct equity interest in Gringa on the closing date of the Transaction .
As an additional advantage, there will be a subscription bonus for each seller, which will grant them, in 2025, subject to verification of compliance with performance targets by Gringa, the right to subscribe, jointly, using the credit right related to the contingent installment , up to 7 million new common shares of the company, depending on the achievement of said goals.
At Enjoei’s discretion, the contingent portion may be partially or fully paid in national currency, instead of being paid upon delivery of shares. Enjoei also undertakes to contribute resources to Gringa to capture synergies in line with the business plan established during the earn-out period.
The approval of the Merger of Shares will ensure the right of withdrawal to the shareholders of Enjoei, pursuant to art. 137 of the Brazilian Corporation Law, provided that they expressly express their intention to exercise such right, within 30 days from the date of publication of the minutes of the respective Extraordinary General Meeting, except for the right of reconsideration provided for in ?3 of art. 137 of the Corporations Act.
Reference: CNN Brasil
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