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Material Fact - Merger of Centro Educacional e Desportivo Fase Ltda. (FASE)

Recife, December 8, 2021 - Ser Educacional S.A. (B3 SEER3) ("SER"), one of the largest private education groups in Brazil and leader in the Northeast and North regions, in compliance with the terms of Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law"), of CVM Instruction No. 565, of June 15, 2015, as amended ("ICVM 565") and CVM Resolution No. 44, of August 23, 2021, as amended ("CVM Resolution 44"), hereby informs its shareholders and the market in general that it will submit to the consideration of SER‘s shareholders at an Extraordinary General Meeting to be held on January 7, 2022 ("ESM"), the proposed merger, by SER, of its subsidiary, Centro Educacional e Desportivo Fase Ltda., a limited liability company headquartered in the city of Olinda, State of Pernambuco, at Rua Carmelita Soares Muniz de Araújo, nº 225, conj. 401, Rooms 5001 to 5004, Floor 4, Casa Caiada, Zip Code 53.130-645, enrolled with the National Registry of Legal Entities of the Ministry of Economy ("CNPJ/ME") under No. 06.044.991/0001-90, with its articles of incorporation filed with the Commercial Registry of the State of Pernambuco under NIRE 26.2017.4931-1 ("FASE" and "Transaction", respectively).

1. Identification and activities carried out by the companies involved in the Transaction

1.1. SER, operating in the education area since 1993, is a company registered as a securities issuer with the Brazilian Securities and Exchange Commission ("CVM) in category "A", with shares traded on the special listing segment of the Novo Mercado of B3 SA - Brasil, Bolsa, Balcão, being one of the largest private organizations in the higher education sector in the on-campus and distance learning modalities in Brazil in terms of the number of units, with a strong presence in the Northeast, North and Southeast regions of the country.

1.2. Founded in 2003 and acquired by SER in 2014, FASE is a one-member limited liability company, operating in the higher education sector in the State of Pernambuco, whose share capital is, on this date, entirely held by SER.

2. Description and purpose of the Transaction

2.1. The transaction will consist of the merger of FASE into SER, based on the book equity value as of September 31, 2021 of FASE ("Base Date" and "Merger", respectively), as determined in the accounting appraisal report of FASE’s equity on the Base Date, which was prepared by Ernst & Young Auditores Independentes S.S., a company established in the city of São Paulo, at Avenida Presidente Juscelino Kubitschek, 1830 - Tower I - 5th and 6th floors, enrolled with CNPJ/ME under nº 61.366.936/0001-25, registered with the Regional Accounting Council of the State of São Paulo under No. CRC - 2SP 015.199/O-6, represented by its undersigned partner, Mr. Henrique Piereck de Sá, accountant, holder of the ID Card RG No. 5.858.358 SSP/PE, enrolled with CPF under No. 033.424.584-29 and in the Regional Accounting Council of the State of Pernambuco under nº CRC-PE 023.398/O-3, residing and domiciled in Recife, State of Pernambuco with an office at Rua Padre Carapuceiro, 858, Salas 801/ 802 ("Appraisal Company"), in compliance with the provisions of articles 224 and 226 of the Brazilian Corporate Law ("Appraisal Report").

2.2. The Merger will not give rise to any increase in SER‘s share capital, which will remain unchanged, as the investments held by SER in FASE will be canceled and replaced by the assets and liabilities contained in the latter. Considering that the provisions of article 264 of the Brazilian Corporate Law are not applicable to the Transaction, since all the shares representing the share capital of FASE are fully held by SER, there will be no withdrawal rights for SER‘s shareholders, nor the need to establish an exchange ratio between SER shares and FASE shares. Therefore, the Merger will not result in any change in the equity interest currently held by SER‘s shareholders, nor in the issuance of new shares by SER, and Article 5 of SER‘s Bylaws, addressing SER‘s share capital, remains unchanged and in full force.

3. Main benefits, costs and risks of the Transaction

3.1. The Merger is in line with the strategy of simplifying and optimizing SER‘s organizational structures, accounting and corporate practices, so that costs arising from the better operational and administrative organization of SER‘s economic group are reduced, resulting, above all, in higher agility and efficiency in conducting corporate business.

3.2. SER‘s management does not expect any relevant risks in the Merger implementation, nor any relevant costs, since it estimates a total of costs and expenses of approximately one hundred and eighty thousand Brazilian reais (R$ 180,000.00), including registration, filing corporate acts, fees for legal advisors, the Appraisal Company and other appraisers and auditors.

4. Additional information

4.1. Although SER‘s Board of Directors and Fiscal Council have approved and recommended the Merger for consideration by the ESM, the Merger is subject to the applicable corporate approvals involved and will take effect from the date of its approval at the ESM.

4.2. In compliance with the provisions of the Brazilian Corporate Law, ICVM 565 and CVM Instruction No. 481/09, as amended, and other applicable rules, the documents necessary for exercising the voting right at the ESM will be available to SER shareholders, at the advance period of the ESM provided for by law, at its registered office and on the websites of SER (, CVM ( and B3 (, and may be consulted by SER shareholders, in compliance with the applicable regulations.

SER will proceed with its strategy focused on building its higher education ecosystem, combining organic growth initiatives with acquisitions, as well as strategies for simplifying and optimizing the SER group‘s operational and corporate structure and will keep continuously assessing opportunities for strategic transactions aimed at generating value for its shareholders and stakeholders in general.

To access the full Material Fact, click here.

To access the full Call Notice for the Extraordinary Shareholders’ Meeting, click here.

To access the full Management´s Proposal for Extraordinary General Meeting, click here.

Rodrigo de Macedo Alves
Investor Relations Officer

Investor Relations Contact:
Rodrigo de Macedo Alves and Geraldo Soares de Oliveira Júnior
Phone: +55 (11) 97093-2225 | E-mail: |

Media Relations
Silvia Fragoso | (+55 81) 98228-2086 |

Loures Consultoria
Ludmilla Gutierrez |


Founded in 2003 and headquartered in Recife, Grupo Ser Educacional (B3 SEER3) is one of the largest private education groups in Brazil and the leader in the Northeast and North regions in terms of number of students enrolled. Ser offers undergraduate, graduate, vocational and digital learning courses in 26 states and the Federal District, with a consolidated base of approximately 240,000 students The Company operates under the following brands: UNINASSAU, UNINASSAU - Centro Universitário Maurício de Nassau, UNINABUCO - Centro Universitário Joaquim Nabuco, Faculdades UNINABUCO, Escolas Técnicas Joaquim Nabuco e Maurício de Nassau, UNIVERITAS/UNG, UNAMA - Universidade da Amazônia e Faculdade da Amazônia e UNIVERITAS - Centro Universitário Universus Veritas, Faculdades UNIVERITAS, UNINORTE - Centro Universitário do Norte, Centro Universitário de Ciências Biomédicas de Cacoal - UNIFACIMED, UNIJUAZEIRO - Centro Universitário de Juazeiro do Norte, Sociedade Educacional de Rondônia - UNESC, do Centro Universitário São Francisco de Barreiras - UNIFASB and CDMV - Centro de Desenvolvimento da Medicina Veterinária.

This notice may contain forward-looking statements related to business prospects, estimates of operating and financial results and the growth prospects of Grupo Ser Educacional. These are merely projections and, as such, are solely based on the expectations of the Management of Grupo Ser Educacional. Such forward-looking statements are substantially dependent on external factors, in addition to the risks presented in the disclosure documents filed by Grupo Ser Educacional and are therefore subject to change without prior notice.