Vitru Limited Announces the Closing of its Business Combination with Unicesumar
20 Mai 2022 - 10:24PM
Vitru Limited, or “Vitru” (Nasdaq: VTRU) announces that its
business combination with CESUMAR – Centro de Ensino Superior de
Maringá Ltda, or “Unicesumar”, closed today.
As previously disclosed, the purchase price
amounted to R$3.15 billion as of March 31, 2021, to be adjusted in
the following weeks based on the closing balance sheet of
Unicesumar. The purchase price will be paid as follows:
- 62.9% in cash
paid today;
- 19.4% through
the issuance of 7,182,385 new Vitru common shares (5,144,383 common
shares issued and delivered today, and 2,038,002 common shares will
be withheld as an indemnification guarantee, to be released at a
later date), which will not be freely transferable for a period of
six months; and
- 17.7% in cash
to be paid 12 months after closing, adjusted by the IPCA inflation
rate as from today.
Other related payments are:
- Additional
medical seats earn out of R$1 million per seat approved within 36
months after closing;
- Performance
earn-outs of up to R$50 million up to two years after closing;
and
- Non-compete
agreement (for five years after closing) of R$180 million with the
Matos family (former shareholders of Unicesumar).
We will begin to integrate the activities of
Unicesumar with Vitru and the results of the operations of
Unicesumar assets will be consolidated by Vitru as of today. We
expect to incur integration costs and synergies from the
consolidation of Unicesumar. The acquisition will be accounted for
as a business combination using the purchase method of
accounting.
About Vitru
Vitru is the leading pure distance learning
education group in the postsecondary distance learning market in
Brazil. Through its invested companies, Vitru provides a complete
pedagogical ecosystem focused on hybrid distance
learning experience for undergraduates and continuing
education students.
Vitru’s mission is to democratize access to
education in Brazil through a digital ecosystem and empower every
student to create their own successful story.
Forward Looking StatementsThis
press release includes “forward-looking statements” within the
meaning of the U.S. federal securities laws. Statements contained
herein that are not clearly historical in nature are
forward-looking, and the words “anticipate,” “believe,”
“continues,” “expect,” “estimate,” “intend,” “project” and similar
expressions and future or conditional verbs such as “will,”
“would,” “should,” “could,” “might,” “can,” “may,” or similar
expressions are generally intended to identify forward-looking
statements. These forward-looking statements speak only as of the
date hereof and are based on Vitru’s current plans, estimates of
future events, expectations and trends that affect or may affect
our business, financial condition, results of operations, cash
flow, liquidity, prospects and the trading price of Vitru’s common
shares, and are subject to several known and unknown uncertainties
and risks, many of which are beyond Vitru’s control. As a
consequence, current plans, anticipated actions and future
financial position and results of operations may differ
significantly from those expressed in any forward-looking
statements in this press release. You are cautioned not to unduly
rely on such forward-looking statements when evaluating the
information presented. Vitru does not undertake any obligation to
update publicly or to revise any forward-looking statements after
we distribute this press release because of new information, future
events, or other factors.
Contact:
Maria Carolina F. Gonçalves, IRO
e-mail: ir@vitru.com.br
website: https://investors.vitru.com.br/
Vitru (NASDAQ:VTRU)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Vitru (NASDAQ:VTRU)
Historical Stock Chart
Von Jul 2023 bis Jul 2024