ABRIL EDUCAÇÃO S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.541.982/0001-54
Company Registry (NIRE): 35.300.175.832
Publicly-Held Company
NOTICE TO THE MARKET
Abril Educação S.A (BM&FBOVESPA: ABRE11) (“Company”) hereby informs its
shareholders and the market in general of the following.
Board of Directors member Giancarlo Francesco Civita has been elected Chairman of the
Company’s Board of Directors, filling the vacant position created after the death of the
former Chairman, Roberto Civita. Given that there is no elected alternate member, the other
Board members appointed Manoel Luiz Ferrão de Amorim, the Company’s current Chief
Executive Officer, as a sitting member and Vice-Chairman of the Board of Directors until
the end of the Board’s current mandate. i.e., the date of the 2015 Annual Shareholders’
Meeting. His appointment will be ratified by the Company’s next Shareholders’ Meeting.
The Company also decided to implement certain changes in its organizational structure
in order to ensure greater integration and control, as well as the capture of synergies
among its various business units, thereby simplifying its management processes.
The new Teaching Products and Services Vice-Presidency will encompass the Learning
Systems, Publisher and Complementary Product units, as well as the Government Sales
and Marketing areas. Over the last three years, the Company has built an extensive
product and service portfolio with the same final client: public and private elementary
and high schools. These products and services have been sold by a specialized sales
force focused on specific products. The creation of this Vice-Presidency, focused on the
client rather than exclusively on the product, will facilitate the presentation of the
Company’s portfolio to its clients, offering more complete and effective solutions to
schools seeking to improve their teaching quality. Mario Ghio Junior, the current
Learning Systems Officer, will head the new Vice-Presidency. Mario Ghio has vast
experience in the segments that will now be under his control, having been responsible
for the substantial growth of Abril Educação’s Learning Systems business over the last
three years. Previously, he had successful periods with publishers of text books and
learning systems at Colégios Anglo, Editora Moderna, SEB and Estácio, with various
responsibilities. Ghio has also been a school teacher and principal, so he has deep firsthand knowledge of the reality of the clients on which his new Vice-Presidency will
focus.
Emanuel Adriano de Souza, Government Sales Officer, Luis Fernando de Godoy,
Marketing Officer, and Ivan Sartori Filho, the new Complementary Products Officer,
will report to Mario Ghio Junior. Adriano, who joined the Company in September 2012,
has enormous experience in selling products to public schools, having led the schools
sales force at SEB and FTD for 15 years. Godoy has headed the marketing area of the
various business units since January 2013, having had successful periods with growing
responsibilities in the marketing areas of O Estado de São Paulo, Telefônica, BCP,
Kaiser and Johnson & Johnson. Ivan Sartori Filho, who joined the Company this month,
began his career as a teacher of pre-university-entrance-exam courses, He also held the
Descriptive Geometry chair at the Pontifical Catholic University of Rio de Janeiro
(PUC-RJ) before beginning his executive career with Companhia Souza Cruz and
assuming growing responsibilities with Mangels, Telefônica, Multibrás, Alcoa and Otis.
A new Vice-Presidency of Operations, Service and Integration is also being created,
encompassing the Information Technology, Educational Technology, Shared Services,
Logistics & Operations and Human Resources areas. The Company has been successful
with its post-acquisition prioritizations up to now – the retention of talent from the
acquired firms, the retention of clients and organic growth. However, there are still
various integration opportunities to be captured in order to make the Company leaner
and more efficient. Information systems have to be standardized, service areas common
to the various units have to become more coordinated and there are more synergies to be
captured. Vera Balhestero, the current Head of the Ática and Scipione Publishing
Houses, worked in the Abril Group’s Education Division, the forerunner of Abril
Educação, for 11 years, and is perfectly equipped to run the new Vice-Presidency. Vera
previously ran Ática and Scipione’s Administrative, IT, Operational and Logistics areas
and was COO and VP of Technology, Administration and Automation at Liberty de
Seguros and Mercedes Bens do Brasil. Ana Teresa Ralston and Carlos Roberto Toledo,
Educational Technology Officer and Human Resources Officer, respectively, will now
report to this new Vice-Presidency. Ana Teresa Ralston has vast experience of the
educational technology area, having implemented “disruptive” technologies for
elementary education for 20 years in such renowned schools and institutions as
KlickNet, Fundação Padre Anchieta and Microsoft Brasil, and was Abril Educação’s
Educational Technology Officer for three years. Carlos Roberto Toledo was responsible
for Human Resources at Nortel, AIG Seguros and DuPont, in the Americas and Europe
as well as in Brazil. In the HR area related to the development of executive talent,
Carlos Toledo will continue reporting to Manoel Amorim and the Board of Directors’
Human Resources Committee.
In addition to the two Vice-Presidencies described above, three other areas will report
directly to the CEO: the Financial area, headed by the CFO, and the recently created
Schools and Preparatory Course Unit and Language Learning Unit.
Fabio Carvalho, the Company’s current CFO and IRO, is leaving the Company today to
assume responsibilities in a company in another sector. Fábio has been with the Abril
Group for seven years and the Company is extremely grateful for his contributions. A
professional has been appointed in his place who will take up office on August 12. Until
then, the duties of CFO and IRO will be assumed in their entirety by Manoel Amorim.
The Strategic Planning and Legal areas, currently headed by Daniela Menusier and
Patricia Barbi Costa, will report to the CFO and IRO. Daniela will also take over the
Strategic Planning, M&A, Financial Process Management and Treasury areas. Daniela
has been with Abril Educação since April 2011 and previously had successful periods at
Banco Santander / Real, AtKearney and Citibank. Patricia joined the Company in
September 2012 after heading the Legal area of Bombril and having worked at Pinheiro
Neto Advogados for a long period, previously.
João Lacerda Almeida e Silva has assumed the Schools and Preparatory Course area.
With the recent acquisitions of the Motivo and Sigma schools in Recife and Brasília,
respectively, the schools division, which already encompassed the pH brand, in Rio de
Janeiro, and Anglo, in São Paulo, will play an even more important role in Abril
Educação. The recently launched on-campus preparatory unit for public examinations,
Alfacon, will also be under the responsibility of João Lacerda. In addition to making an
important contribution to the Company’s revenue and profitability, the unit’s schools
are generators of academic excellence, as well as content and innovation for the
Company’s other units. The consolidation of our school units in a single area will also
permit the transfer of best academic and school management practices in order to
improve the performance of all schools. João Lacerda has been running the Company’s
new businesses with great success and will now have 19 schools, 1700 faculty and staff
and 24,000 students under his management. Previously, João was an Executive Officer
and Commercial Officer at Kroton and the Positivo Group. Marvio Jose Correia de
Lima will continue to head the schools and pH courses, where he has done an excellent
job. Marvio first joined pH as a student in 1988, subsequently rising to Professor,
Monitor, Financial and Administrative Officer, and Teaching and Operations Officer,
before reaching Managing Director in 2009. Since the acquisition of pH, Marvio has
rapidly become an indispensable part of Abril Educação’s Executive Board.
On August 1 last, Julio de Angeli became CEO of the OMETZ Group, owner of the
Wise Up brand and will act as Abril Educação’s liaison with the partners of the Lam
Family in the Red Balloon school franchise network. In recent months, the opportunities
for synergy and cooperation between the two brands, which have distinct target publics,
have become obvious. Working in conjunction with Michel Lam, Julio will be
responsible for capturing all the potential synergies between the two businesses, as well
as promoting the growth of the OMETZ Group brands. Before joining Abril Educação,
Julio was heading the operations of Englishtown in Latin America and Europe. Brazil,
where Julio established the company 13 years ago, has become the multinational’s most
successful operation worldwide, leading Julio to his latest position in the Group. Julio
has extensive experience of capturing students in the business segment, the focus of
Wise Up, as well as ample and successful entrepreneurial experience, having begun his
career as a partner of Lab SSJ before founding Englishtown. Julio will be based in
Curitiba, headquarters of the OMETZ Group.
In addition to the above-mentioned structural benefits, the reorganization means that the
CEO will only have five areas reporting directly to him, instead of the previous 12,
giving him more time to focus on strategic issues, the most important operations, the
development of talent, and relations with investors and shareholders.
All the other executives who used to report directly to the CEO and now report to other
executives will remain part of the Company’s Board of Executive Officers.
All these changes represent an increase of only one position, that of Schools and
Preparatory Course Officer, given that Julio de Angeli is replacing Flávio Augusto Silva
as CEO of the OMETZ Group.
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ABRIL EDUCAÇÃO S.A. Corporate Taxpayer`s ID (CNPJ/MF