8-KMaterial AgreementsExhibits & Filings

MERCADOLIBRE INC 8-K Report, Material Agreement (Aug 26, 2008)

Filed August 26, 2008For Securities:MELI

Summary

MercadoLibre, Inc. (MELI) announced on August 25, 2008, the entry into material definitive agreements for the acquisition of online trading platforms in four key Latin American countries: Argentina, Chile, Mexico, and Colombia. These platforms operate under the "DeRemate" brand. This strategic move significantly expands MercadoLibre's market presence and competitive position within these important e-commerce markets. The total acquisition price is approximately $40 million, structured as a combination of cash and promissory notes. Specifically, $19.6 million in cash and $18 million in promissory notes will be paid for the stock of the acquired entities, with an additional $2.4 million in cash for intangible assets. The acquisition is subject to customary closing conditions and includes non-compete agreements from the sellers, which is a positive sign for integration and future market dominance.

Key Highlights

  • 1Acquisition of DeRemate online trading platforms in Argentina, Chile, Mexico, and Colombia.
  • 2Total acquisition cost of approximately $40 million ($37.6 million for stock + $2.4 million for assets).
  • 3Payment structure includes $22 million in cash and $18 million in promissory notes.
  • 4Promissory notes have a one-year term with variable interest rates tied to LIBOR.
  • 5Acquisition includes 100% of the issued and outstanding shares of the acquired entities.
  • 6Agreements contain customary representations, warranties, and covenants.
  • 7Sellers have agreed to enter into non-compete agreements with MercadoLibre.

Frequently Asked Questions

MercadoLibre is acquiring the online trading platforms known as DeRemate.com.ar (Argentina), DeRemate.cl (Chile), DeRemate.com.mx (Mexico), and DeRemate.com.co (Colombia).

The total purchase price is approximately $40 million, consisting of $37.6 million for the stock of the acquired entities and $2.4 million for intangible assets.

The acquisition is being financed through a combination of cash ($22 million total) and $18 million in promissory notes issued to the sellers. The promissory notes have a one-year term and carry interest rates tied to LIBOR.

Yes, the sellers and certain of their affiliates have agreed to enter into non-compete agreements with MercadoLibre, which is intended to prevent them from competing in the acquired markets.