Overview

• BTG Pactual proposed exchanging 0.2128 BTG units for each Banco Pan preferred share, implying a premium of more than 30% to Monday’s closing price.
• The merger is structured in two steps via Banco Sistema, after which Pan would become an indirect wholly owned subsidiary and its shares would be delisted from B3.
• Extraordinary shareholder meetings are expected to be convened in about four weeks, with closing targeted by year-end 2025 subject to Banco Central approval.
• Dissenting Banco Pan shareholders will have withdrawal rights, with similar rights also available to BTG unitholders under Brazilian corporate law.
• Market reaction was swift on Tuesday as Pan preferred shares rose about 26%–28% while BTG units fell roughly 1.5%–2%.