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Notice to the Market

Recife, July 21, 2014 - Ser Educacional S.A ("Company" or "Ser Educacional") pursuant to Article 157, paragraph 4 of Law 6404 of December 15, 1976, as amended, ("Corporate Law"), and CVM Instruction 358 of January 3, 2002, as amended, hereby informs its shareholders and the market in general that, on this date, it entered into a purchase agreement to acquire one hundred percent (100%) of the shares of Centro Educacional e Desportivo Fase Ltda., the controlling company of FASE - FACULDADE SANTA EMÍLIA, located in the city of Olinda, in the state of Pernambuco.

This acquisition is in line with the Ser Educacional Group’s strategy of becoming a leading institution in the Northeast region, strengthening its positioning in the metropolitan region of Recife.

The total amount of the acquisition is R$9.7 million, comprising the value attributed to the business (firm value), of which will be deducted the net debt and an amount to be retained as a guarantee against any eventual contingencies for a term of five (5) years.

The acquired institution will add around 1,500 students to the Group’s base. It has an IGC (General Course Index) rating of three (3), offers nine (9) distinct courses, including bachelor’s degree programs in Business Administration, Information Systems and Logistics, among others.

The Company will provide an evaluation report to be prepared by a specialized company to determine whether Article 256 of Corporate Law shall apply or not ("Evaluation Report"). As soon as the Evaluation Report is concluded, the Company will issue a material fact announcing whether shareholders will have withdrawal rights or not.

If withdrawal rights should apply, the Company shall provide, through the material fact referred to in the previous paragraph, information on: (i) the calling of a shareholders’ meeting to ratify (a) the acquisition and (b) the choice of specialized company to prepare the Evaluation Report, pursuant to Article 256 of Corporate Law; as well as (ii) the reimbursement amount; and (iii) the term and procedures to be adopted by shareholders wishing to exercise their withdrawal rights.

Please click here to access the full document.


IR Contact:

Natasha Nakagawa
Investor Relations Officer
Phone.: +55 (11) 2769 3223
E-mail: ri@sereducacional.com
Website: www.sereducacional.com/ir