On Thursday, October 1, 2026, Desktop S.A. (DESK3) announced the completion of the transaction through which Claro NXT Telecomunicações S.A. acquired 84,684,273 common shares of the company, representing approximately 72.83% of its total and voting capital, becoming the new controlling shareholder. The total purchase price of the shares was R$ 1,747,135,751.94, equivalent to R$ 20.63 per share, subject to the adjustments set out in the agreement.
Of this total amount, R$ 1,619,676,993.23 was paid to the sellers on the closing date, corresponding to R$ 19.1261 per share, including R$ 20,000,000.00 withheld as collateral for any debt adjustment. Additionally, a deferred portion of R$ 127,458,758.71, or R$ 1.5051 per share, was set up and placed in an escrow account to cover the sellers’ indemnification obligations, with monthly releases according to the contractual schedule.
As part of the transaction, there were changes in Desktop’s management. The board of directors took note of the resignations of Débora Mayor Vizeu, Bernardo Varela Mello, and Ana Regina Roson and appointed José Antônio Guaraldi Felix, Rodrigo Marques de Oliveira, and Roberto Catalão Cardoso as new board members, pursuant to Article 150 of the Brazilian Corporations Law (Lei das S.A.). At the executive level, the resignations of Denio Alves Lindo, Bruno Silva Carvalho de Souza Leão, Benício Silva Gontijo, André Falcão Ribeiro, and Glauno Herton Brandão Junior were recorded, and Rodrigo Marques de Oliveira was elected as chief executive officer and Roberto Catalão Cardoso as chief financial officer and investor relations officer, with terms of office running until the shareholders’ meeting that will review the 2026 financial statements.
The company reported that an extraordinary general meeting will be convened in due course to resolve on granting release from liability to former board members, the removal of certain officers with release from liability, and the election or ratification of the election of the new board members. Claro NXT also stressed that the transaction aims to expand its presence in fixed broadband by integrating Desktop’s customer base, network, and regional footprint.
As a result of the acquisition of control, Claro NXT will, within the regulatory deadline, launch a unified tender offer for Desktop’s shares, which will include (i) a tender offer for transfer of control for up to all common shares outstanding, excluding treasury shares; (ii) an offer to convert the company’s registration with the CVM from category “A” to category “B”; and (iii) an offer for voluntary delisting from the Novo Mercado segment, with the acquirer being allowed to opt not to carry out the registration-conversion offer and/or the Novo Mercado exit offer, maintaining only the tender offer for transfer of control. The per-share price of the unified tender offer will be equal to the per-share price paid to the sellers, considering the net debt adjustment and the deferred portion, and the request for registration of the offer will be filed with the CVM within the deadline set forth in the regulations.
