On 27 March 2026 TOTVS completed the acquisition of 100% of Linx, StoneCo’s retail software unit, at an enterprise value of BRL 3,050 million plus estimated net cash of BRL 360 million. The agreement was signed on 22 July 2025 and closing followed unconditional approval by the Conselho Administrativo de Defesa Econômica (CADE). It matters because it is the largest software transaction in the region in the period, and because a payments acquirer returned to the market a software asset it had bought to retain merchants.
The transaction
- Parties. TOTVS as buyer; StoneCo as seller of Linx Software Participações em Tecnologia S.A.
- Price. Enterprise value of BRL 3,050 million plus estimated net cash of BRL 360 million, about BRL 3,410 million in total, according to StoneCo. Cash generated between signing and closing stayed with StoneCo. Multiple not disclosed.
- Perimeter. Linx and related software in the education, retail, gas station, automotive, drugstore, healthcare, home center, food, people and Napse verticals: more than 180 solutions. StoneCo separately sold SimplesVet to PetLove for BRL 140 million.
- Weight for the seller. The divested assets represented 79% of revenue and 71% of profitability in StoneCo’s software segment in 2024; that segment was 9% of the group’s total revenue.
- Approvals and closing. Signed 22 July 2025; unconditional CADE approval; closed 27 March 2026. In the same announcement, TOTVS Large Enterprise completed the purchase of 100% of Chatbot Maker. No exclusive commercial agreements between the parties.
- Financing. Not disclosed in the sources.
Value drivers
Vertical portfolio. Linx brings more than 180 solutions in retail, a sector that Dennis Herszkowicz, CEO of TOTVS, named as a priority to strengthen the portfolio and bring AI to Linx’s clients. For a horizontal ERP, retail is the vertical with the most points of sale per client and the highest recurrence.
A disciplined carve-out. StoneCo kept the tax credit of about BRL 3,800 million from its original purchase of Linx, amortisable over eight years, and retained software businesses with BRL 326 million in revenue. In our reading, selling the asset while keeping the tax benefit explains why the seller agreed to part with 79% of its software revenue.
Buyer scale. TOTVS is Brazil’s largest enterprise software company. In our reading, only a strategic buyer with its own installed base can pay an enterprise value of this size and justify distribution synergies without relying on the asset’s organic growth.
Regulatory time. Eight months from signing to closing, with unconditional approval. The timeline is the cost of a transaction between leaders in the same market, and it was foreseeable.
What the market is signalling
For Mexican retail tech, the signal is that the natural consolidator of point-of-sale and merchant management software is the regional ERP, not the payments fintech. Mexican acquirers that have bought software to retain merchants should read StoneCo’s divestment as evidence that payments and software are valued better apart.
For founders of vertical software in Mexico (drugstores, gas stations, restaurants, automotive), the case confirms there is a regional strategic buyer with appetite for verticals and the capacity to pay enterprise values in the billions of reais.
For lenders and financial sponsors, the carve-out opens a category: mature software assets leaving financial groups and requiring capital to separate and grow.
G2’s reading for a mandate
A carve-out requires preparing the perimeter before the price: which contracts, people, systems and tax credits stay with each party, and which transition agreements cover the interval to closing. Antitrust approval must be modelled from the term sheet, with long-stop clauses and rules for sharing cash generated between signing and closing, as StoneCo did.
Sources
- InfoMoney, March 2026: TOTVS (TOTS3) conclui aquisição da empresa de software Linx
- Startupi, 22 July 2025: TOTVS anuncia aquisição da Linx por R$ 3 bilhões
- StoneCo via Newsfile, July 2025: StoneCo Announces Divestment of Software Assets
- Reuters via Yahoo Finance, July 2025: Brazil’s TOTVS agrees to buy StoneCo’s Linx