TransUnion (NYSE:TRU) has signed a definitive agreement to acquire
majority ownership of Trans Union de Mexico, S.A., S.I.C., the
consumer credit business of the largest credit bureau in Mexico,
Buró de Crédito. TransUnion currently owns approximately 26% of
Trans Union de Mexico, has held seats on its board of directors for
over two decades, and serves as one of its technology providers.
TransUnion has agreed to acquire an additional 68% from selling
shareholders, including several of the largest banks operating in
Mexico. Cash consideration for the transaction is approximately MXN
11.5 billion, or $560 million using a USD/MXN exchange rate of
20.53 as of January 14, 2025 based on an enterprise value of MXN
16.8 billion, or $818 million at the previously mentioned exchange
rate. With this transaction, TransUnion’s ownership would increase
to approximately 94%. Buró de Crédito’s commercial credit business
is excluded from the transaction.
“Our expansion in Mexico continues our commitment to making
trust possible in global commerce,” said Chris Cartwright,
President and CEO of TransUnion. “Credit bureaus are a catalyst for
financial inclusion, and we are excited for the opportunity to
bring the benefits of our state-of-the art technology, innovative
solutions and industry expertise to Mexican consumers and
businesses. We also look forward to supporting the country’s
digital transformation objectives to empower consumers with
increased economic opportunity.”
Mexico is the 12th largest global economy and second largest in
Latin America, with a growing population and emerging middle class.
Consumer credit in Mexico is rapidly expanding, and over half of
Mexican adults have at least one financial product. While credit
penetration remains lower in Mexico than other Latin American
countries, it has significantly increased in the past decade, from
34% to 42% of GDP between 2013 and 20231. After the transaction
closes, TransUnion intends to leverage its global operating model
to strengthen Trans Union de Mexico’s services to the Mexican
market, including additional efforts to drive financial
inclusion.
“We anticipate that our planned acquisition of Buró de Crédito’s
consumer credit business will strengthen our leadership position in
Latin America and will make TransUnion the largest credit bureau in
Spanish-speaking Latin America,” said Carlos Valencia, Regional
President of TransUnion Latin America. “We see substantial
opportunity to introduce global products like trended and
alternative credit data, fraud mitigation solutions and consumer
engagement tools. We also plan to expand beyond traditional
financial services into adjacencies such as FinTech and
insurance.”
TransUnion operates in over 30 countries and intends to leverage
a proven playbook for scaling businesses internationally. Its
innovative solutions include products that promote financial
inclusion, mitigate fraud and empower consumers to access credit
and manage their financial health. Its global technology and
operating model support a best-in-class customer experience,
cybersecurity and data governance. TransUnion plans to increase the
number of associates in Mexico over the next several years to
support the execution of the transaction and to further strengthen
the company’s capabilities within the region.
“We anticipate integrating the Buró de Crédito consumer credit
business into our strong global operating model as part of our
International segment,” said Todd Skinner, President, International
of TransUnion. “We expect to deliver strong growth over the long
term, supported by favorable market dynamics and execution against
our growth playbook.”
The target acquisition is expected to generate approximately
$145 million2 of revenue and $70 million2 of Adjusted EBITDA3 in
2024. Based on current foreign exchange and financing assumptions,
the acquisition is expected to be accretive to Adjusted Diluted
Earnings per Share3 in the first year of majority ownership.
The transaction is expected to close by the end of 2025, subject
to the satisfaction of regulatory approvals and customary closing
conditions. TransUnion anticipates funding this transaction through
a combination of debt and cash on hand.
TransUnion will host a conference call and webcast today at 8:30
a.m. Central Time to discuss the transaction agreement and certain
forward-looking information. The session and accompanying
presentation materials may be accessed at www.transunion.com/tru. A
replay of the call will also be available at this website following
the conclusion of the call.
1 Source: IMF2 Estimated total 2024 revenue and Adjusted EBITDA
of Trans Union de Mexico based on 20.53 USD/MXN exchange rate as of
1/14/25.3 Adjusted EBITDA and Adjusted Diluted EPS are
non-GAAP measures which should be reviewed in conjunction with the
relevant GAAP financial measures and are not presented as
alternative measures of GAAP. TransUnion has not provided a
reconciliation of non-GAAP measures to the most comparable GAAP
financial measures because the non-GAAP measures are presented on a
forward-looking basis, and due to the uncertain nature of
acquisition-related expenses, purchase accounting fair value
adjustments and other information related to the acquisition, a
reconciliation could not be prepared without unreasonable effort.
This information could be material to TransUnion’s results computed
in accordance with GAAP.
About TransUnion (NYSE: TRU)
TransUnion is a global information and insights company with
over 13,000 associates operating in more than 30 countries. We make
trust possible by ensuring each person is reliably represented in
the marketplace. We do this with a Tru™ picture of each person: an
actionable view of consumers, stewarded with care. Through our
acquisitions and technology investments we have developed
innovative solutions that extend beyond our strong foundation in
core credit into areas such as marketing, fraud, risk and advanced
analytics. As a result, consumers and businesses can transact with
confidence and achieve great things. We call this Information for
Good® — and it leads to economic opportunity, great
experiences and personal empowerment for millions of people around
the world. http://www.transunion.com/business
About Buró de CréditoBuró de Crédito is the
leading company in Mexico that manages the most complete and secure
credit database for individuals and businesses. Buró de Crédito is
comprised of two credit bureaus: Trans Union de México, S.A.
(credit bureau for individuals) and Dun & Bradstreet, S.A.
(credit bureau for individuals with business activities and
corporations). With 29 years in the market, Buró de Crédito
provides services on the collection, management, delivery or
forwarding of information related to the credit history of
individuals and companies. Its other complementary products and
services are also essential for individuals, companies and credit
grantors as they facilitate the management and analysis of
financial risks. In this way, Buró de Crédito helps to streamline
and facilitate decision making for the generation of business and
the healthy expansion of credit, thus contributing to the economic
development of the country. http://www.burodecredito.com.mx
TransUnion Forward-Looking StatementsThis press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
statements are based on the current beliefs and expectations of
TransUnion’s management and are subject to significant risks and
uncertainties. Actual results may differ materially from those
described in the forward-looking statements. Any statements made in
this press release that are not statements of historical fact,
including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements include
information concerning anticipated benefits of the transaction,
including strategic, business and to our results of operations, the
expected timeline for completing the transaction, expected sources
of funding for the acquisition, and descriptions of our business
plans, prospects and strategies. These statements often include
words such as “anticipate,” “expect,” “guidance,” “suggest,”
“plan,” “believe,” “intend,” “estimate,” “target,” “project,”
“should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,”
“potential,” “continues,” “seeks,” “predicts,” or the negatives of
these words and other similar expressions.
Factors that could cause actual results to differ materially
from those described in the forward-looking statements include:
failure to realize the synergies and other benefits expected from
the proposed acquisition of Trans Union de Mexico; the
risk that required regulatory approvals are not obtained or are
obtained subject to conditions that are not anticipated; the
failure of any of the closing conditions in the definitive purchase
agreement to be satisfied on a timely basis or at all; delay in
closing the proposed acquisition; the possibility that the proposed
acquisition, including the integration of Trans Union de Mexico,
may be more costly to complete than anticipated; business
disruption during the pendency of the proposed acquisition and
following the acquisition closing; risks related to disruption of
management time from ongoing business operations and other
opportunities due to the proposed acquisition; the effects of
pending and future legislation and regulatory actions and
reforms; macroeconomic and industry trends and adverse
developments in the debt, consumer credit and financial services
markets and other macroeconomic factors beyond TransUnion’s
control; risks related to TransUnion’s indebtedness,
including our ability to make timely payments on principal and
interest and our ability to satisfy covenants in the agreements
governing our indebtedness; and other one-time events and
other factors that can be found in our Annual Report on Form 10-K
for the year ended December 31, 2023, and any subsequent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q or Current
Report on Form 8-K, which are filed with the Securities and
Exchange Commission and are available on TransUnion’s website
(www.transunion.com/tru) and on the Securities and Exchange
Commission’s website (www.sec.gov). Many of these factors are
beyond our control. The forward-looking statements contained in
this press release speak only as of the date of this press release.
We undertake no obligation to publicly release the result of any
revisions to these forward-looking statements to reflect the impact
of events or circumstances that may arise after the date of this
press release.
Contact |
Dave
Blumberg |
|
TransUnion |
|
|
E-mail |
david.blumberg@transunion.com |
|
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Telephone |
312-972-6646 |
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