Vitru Announces Closing of Investment By Crescera
10 November 2022 - 10:52PM
Vitru Limited (Nasdaq: VTRU) (“
Vitru”) today
announced the closing of the investment by Crescera pursuant to an
investment agreement (as amended, restated, supplemented or
otherwise modified in accordance with the terms thereof, the
“
Investment Agreement”) entered into on September
27, 2022 with Crescera Growth Capital Master V Fundo de
Investimento em Participações Multiestratégia and Crescera Growth
Capital V Coinvestimento III Fundo de Investimento em Participações
Multiestratégia (collectively, “
Crescera”). As a
result of the investment, Crescera has subscribed for 3,636,363 new
common shares issued by Vitru (which, upon issuance, amount to
approximately 10.5% of Vitru’s outstanding common shares) for a
total consideration of US$58.3 million, equivalent to R$300 million
based on the applicable exchange rate pursuant to the Investment
Agreement, or approximately US$16.02 per common share.
As previously announced, Vitru has commenced a
rights offering pursuant to which it is distributing
nontransferable subscription rights to each holder of its common
shares as of 5:00 p.m., Eastern Time, on October 21, 2022 (the
“Record Date”). The subscription rights may be
exercised at any time during the subscription period, which
commenced on October 24, 2022, and ends at 5:00 p.m., Eastern Time,
on November 17, 2022. One subscription right is being distributed
for each six common shares held as of the Record Date, with each
subscription right exercisable for one common share at an exercise
price of US$16.02 per full common share. Vitru will not issue any
fractional shares upon exercise of any subscription rights in the
rights offering, and shareholders must exercise subscription rights
which would result in the issuance of at least one whole common
share to participate in the rights offering.
Crescera has the option to acquire additional
common shares not subscribed for by Vitru’s minority shareholders
in Vitru’s previously announced rights offering, for up to a
maximum amount equivalent to R$100 million less the total amount
received by Vitru from subscriptions of new common shares by
minority shareholders pursuant to the rights offering. Following
the closing of the investment by Crescera and the rights offering,
Crescera’s equity stake in Vitru may change, depending on whether
Crescera exercises its option and on the amount raised in the
rights offering.
Vitru intends to use the proceeds from the
Crescera investment and the rights offering mostly for the
repayment of existing indebtedness. Any remaining proceeds will be
used for general corporate purposes.
This press release is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities in any jurisdiction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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.
Forward Looking Statements
This 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:
Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer
e-mail: ir@vitru.com.br
website: https://investors.vitru.com.br/
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