Kroton Educacional S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF):
02.800.026/0001-40
Company Registry (NIRE):
31.300.025.187
Anhanguera Educacional Participações S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF):
04.310.392/0001-46
Company Registry (NIRE): 35.300.184.092
MATERIAL FACT
Kroton Educacional S.A. - BM&FBovespa: KROT3 “Kroton” and Anhanguera Educacional
Participações S.A. – BM&FBovespa: AEDU3 “Anhanguera” and, together with Kroton,
the “Companies”, in compliance with CVM Instruction 358/2002, hereby inform their
respective shareholders and the market that on April 20, 2013, they entered into an
association agreement (“Association Agreement”) that set forth the terms and
conditions for the association between the two companies (“Association”). The
completion of the Association will depend on prior analysis and approval by Brazilian
antitrust agency (Conselho Administrativo de Defesa Econômica).
In the 12 months ended December 31, 2012, the Companies together recorded gross
revenue of R$4.3 billion and had more than 800 postsecondary locations and 810
associated schools distributed across all states of Brazil, encompassing a universe of
approximately one million students in the postsecondary education, professional
education and other education-related activities in Brazil. In the capital markets, the
aggregate market capitalization of the Companies is approximately R$12 billion.
Once the Association is implemented, this combination of assets, talent and
competencies will create synergies that will further increase the quality of the
educational services of the Companies and add even more value to the combined
Company, in particular for its students, employees and shareholders.
The combination of the Companies will occur through the merger of the shares issued
by Anhanguera into Kroton, in accordance with Article 252 of Brazilian Corporate Law.
The exchange ratio agreed upon for the Association was based on the average share
price of the Companies weighted by the volume in the last thirty (30) trading sessions
prior to the Association Agreement, which resulted in 1.36428904 common shares
issued by Kroton for each common share issued by Anhanguera (excluding the effects
of the stock split to be decided on at the Extraordinary Shareholders’ Meeting of April
30, 2013). Once the Association is completed, the control of the Companies will remain
disperse and the combined shares of the Company will be held by the shareholders of
Anhanguera and Kroton in the approximate proportion of 42.52% and 57.48%,
respectively. For the purpose of merging the shares of Anhanguera, Kroton will issue a
total of 198,763,627 new shares, observing the exchange ratio indicated above, to the
shareholders of Anhanguera.
The combined Company will remain listed on the Novo Mercado segment of the
BM&FBovespa S.A. - Securities, Commodities and Futures Exchange and the
Companies expect the Association to result in a combined Company with higher stock
trading liquidity.
The Board of Directors of the combined Company will have 13 members, with Mr.
Gabriel Mário Rodrigues to be elected as Chairman of the Board of Directors and Mr.
Ricardo Leonel Scavazza to be appointed to the Board of Directors. Furthermore, Mr.
Rodrigo Calvo Galindo will serve as the Chief Executive Officer of the combined
Company.
The execution of the Association Agreement was authorized unanimously by the
Boards of Directors of the Companies, and the Association Agreement contains terms
and conditions typical to this type of transaction, including representations and
warranties by the Companies and the payment of fines in certain events (such as
breach of the exclusivity obligations that bind the Companies), and also conditions the
completion of the Association, as well as preliminary approval by CADE, on the
execution of the legal, accounting and financial due diligences of the Companies and
approval by the Shareholders Meetings of both Companies.
Other information on the Association required under CVM Instruction 319/99 and other
applicable rules, including the right to withdrawal of the shareholders of each of the
Companies, will be the subject-matter of another material fact to be disclosed at an
opportune time. The documents pertaining to the Association will be available to the
shareholders of the Companies as from the publication date of the call notices for the
extraordinary shareholders’ meetings of the Companies that will discuss this stock
merger.
The shareholders of the Companies dissenting from the stock merger that hold shares
in the Companies on April 23, 2013 (inclusive) and which hold their shares
uninterruptedly until the date of exercise of withdrawal rights may withdraw from the
Companies upon reimbursement of their shares at their net book value.
April 22, 2013
Carlos Alberto Bolina Lazar
José Augusto Gonçalves de Araújo
Teixeira
Investor Relations Officer
Chief Financial and Investor Relations Officer
Kroton Educacional S.A.
Anhanguera Educacional Participações S.A.