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MATERIAL FACT

Recife, June 5, 2016 - Ser Educacional S.A. (BM&FBOVESPA SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), one of the largest private groups of higher education in Brazil and leader in the Northeast and North regions, in compliance with the provisions of Article 157, Paragraph 4, of Law No. 6404 of December 15, 1976, as amended ("Brazilian Corporations Law"), and CVM Instruction No. 358, of January 3, 2002, as amended, hereby informs that its Board of Directors presented to the Board of Directors of Estácio Participações S.A. ("Estácio" and, together with Ser Educational, "Companies") a non-binding proposal for the combination of the businesses of the two companies ("Non-Binding Proposal").

Strategic Reasoning

The Board of Ser Educacional believes that the proposed combination will bring significant gains for both, generating value for its shareholders and, in particular, for the Brazilian higher education sector, with the strategic reasoning as follows:

  • Consolidation of the largest national group in on-site higher education, with a special representativeness in regions with a lower rate of reach of higher education in the country (North and Northeast).
  • Creation of a combined company with great growth potential in the segments of distance education (EAD) and on-site education.
  • Value creation for the shareholders by leveraging robust commercial and operational synergies.
  • Creation of a national portfolio with strong brands and regionally renowned: UNINASSAU, Estácio, UNAMA, UNG, Joaquim Nabuco and UNISEB.
  • Potential increase of liquidity of the shares of the combined company.
  • Excellence in corporate governance, supported by reference shareholders with a solid reputation in the sector and devoted to the quality of the education, of the faculty members and of the community in which the company operates.

Terms of the Proposal

The Non-Binding Proposal considers a combination of consideration for Estácio‘s shareholders in cash and in company‘s shares resulting from the combination of the two companies, as provided below:

  • Extraordinary dividend payments to Estácio‘s current shareholders in the amount of R$590,000,000.00, representing R$1.92¹ per share of Estácio; and
  • The combined company would have a stake of Estácio‘s current shareholders of 68.7% and of Ser Educacional‘s current shareholders of 31.3% of its total share capital and would remain listed on the Novo Mercado.

The proposal is subject to government and regulatory approvals, which Ser Educacional believes to be of low-risk implementation, as well as the negotiation and the conclusion of customary closing conditions and approval by the management bodies of the Companies and their shareholder bases.

If the proposal is accepted, the Board of Ser Educacional will immediately start to negotiate the terms of a binding document.

Ser Educacional also informs that it has hired Credit Suisse as financial advisor and Pinheiro Neto Advogados as the legal counsel office for the transaction.

Additional disclosures to the market will be made in accordance with the current legislation.

The Board of Ser Educacional will provide clarification on the combination proposed to the shareholders and the investors in the conference calls described below:

Conference Calls

June 6, 2016

English
11:30 a.m. (Brasília) 10:30 a.m. (New York) Phone Number: +1 (646) 843-6054 or +55 (11) 2188-0155 Code: Ser Educacional - Replay: +55 (11) 2188-0400

Portuguese
12:30 a.m. (Brasilia) 11:30 a.m. (New York) Phone Number: +55 (11) 2188-0155Code: Ser Educacional - Replay: +55 (11) 2188-0400

Recife, June 5, 2016.

Ser Educacional S.A.
Rodrigo de Macedo Alves
Investor Relations Officer

Please click here to access the full document.

¹ Considering that, on the date of transaction consummation, there will be 307,841,339 Estácio‘s shares, excluding treasury shares and excluding any shares and/or options of long-term incentive plans, as well as 124,835,744 Ser Educacional‘s shares, excluding treasury shares.

IR Contact:
Rodrigo de Macedo Alves and Geraldo Soares de Oliveira Júnior
(+55 11) 2769 3223 | ri@sereducacional.com | www.sereducacional.com/ri

Media Relations:

Silvia Fragoso
(+55 81) 3413-4643 | silvia.fragoso@sereducacional.com

About Grupo Ser Educacional
Founded in 2003 and headquartered in Recife, Grupo Ser Educacional (BM&FBOVESPA SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA) is one of the largest private education groups in Brazil and the leader in the Northeast and North regions in the number of students enrolled. The Company offers undergraduate, graduate, technical and distance-learning courses and is present in 12 states with a consolidated base of over 140,000 students. The Company operates under the Faculdades Maurício de Nassau, UNINASSAU - Centro Universitário Maurício de Nassau, Faculdades Joaquim Nabuco, Escola Técnica Joaquim Nabuco, Escola Técnica Maurício de Nassau, FIT - Faculdades Integradas dos Tapajós, UnG (Universidade Guarulhos) and UNAMA (Universidade da Amazônia) brands, through which it offers more than 900 courses.