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ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A. (“Company”), pursuant to CVM Instructions 319/1999 and 358/2002, hereby informs its shareholders and the market of the proposed conditions for the Company’s merger of its subsidiary LFG Business, Edições e Participações Ltda. ("LFG"), which will be submitted to the Company’s Extraordinary Shareholders’ Meeting to be held on September 30, 2010 (“Merger”):
1. Current Ownership Structure: The Company currently holds one hundred percent (100%) of the quotas representing LFG’s capital stock.
2. Planned Operation: The Company plans to merge LFG by transferring the entirety of its shareholders’ equity to the Company without interruption of the businesses currently undertaken by LFG. As a result, LFG will be legally dissolved and the Company will succeed LFG in all its rights and obligations, pursuant to article 227 of Law 6404/76.
3. Reasons for and Benefits of the Operation: The Merger will rationalize and unify the activities currently undertaken by the Company and LFG, simplifying operations, improving control over assets, and resulting in greater financial, administrative and commercial benefits, in addition to enabling the Company to take advantage of synergies and reduce costs by optimizing and improving the management of its current administrative structure, meeting the interests of the Company, LFG and its partners.
4. Non-assumption of Liabilities: To the best knowledge of the Company and LFG, there are no unrecognized liabilities and/or contingent liabilities to be assumed by the Company as a result of the Merger.
5. Cost of the Operation: The Company will bear all the costs and expenses related to the Merger, whose total cost is estimated at approximately one hundred thousand Reais (R$100,000.00), broken down as follows: (i) thirty thousand Reais (R$30,000.00) related to audit, appraisal and legal fees; (ii) thirty thousand Reais (R$30,000.00) related to expenses with filing and legal publications; and (iii) forty thousand Reais (R$40,000.00) related to other advisory expenses during the operation.
6. Corporate Acts and Business Related to the Merger: The Merger was the subject of a resolution by the Company’s Board of Directors and will be subjected to the approval of (i) the Company’s Fiscal Council and its Shareholders, in an Extraordinary Shareholders’ Meeting to be called for this specific purpose; and (ii) the partners of LFG, in a Partners’ Meeting to be called specifically for this purpose. The Protocol and Justification of Merger of LFG by the Company will also be approved on the aforementioned occasions. Upon approval of the Merger, the Executive Officers will be responsible for performing any and all acts required to implement the Merger, including but not limited to the filing of all corporate acts related to the operation with the competent registration bodies.
7. Capital Stock and Lack of Impact: Since the Company holds all the quotas representing LFG’s capital stock, the Company’s capital stock will not be altered, there being no need to issue new shares and, consequently, no need to establish an exchange ratio, given that LFG’s shareholders’ equity is already entirely reflected in the Company‘s shareholders‘ equity as a result of the equity income method. Consequently, there will be no alteration or dilution of interest on the part of the Company‘s shareholders. The political and equity advantages and other rights of the Company‘s shareholders will not be modified in any way by the Merger.
8. Dissolution of LFG and Attribution of Shares: As a result of the Merger, LFG will be dissolved and, consequently, all quotas representing LFG’s capital stock currently held by the Company will also be dissolved, the Company‘s investment in LFG being replaced by the latter’s incorporated net assets.
9. Appraisal of the Shareholders’ Equity of LFG: In order to appraise the shareholders’ equity of LFG to be transferred to the Company, the Company’s and LFG’s management contracted, ad referendum to the Company’s Shareholders’ Meeting and the LFG Partners’ Meeting, KPMG Auditores Independentes, a company specializing in equity appraisals with headquarters in the city and state of São Paulo, at Rua Dr. Renato Paes de Barros, nº 33, CEP 04530-904, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 57.755.217/0001-29 and registered with the Regional Accounting Board (CRC) under number 2SP014428/O-6 (“Appraisal Company”), which will be responsible for the preparation of the appraisal report required to implement the Merger (“Appraisal Report”).
9.1.1 The base date for the Merger will be June 30, 2010 (“Base Date").
9.1.2 The shareholders’ equity of LFG was appraised by its respective book value, based on LFG’s balance sheet on the Base Date, taking into account the fact that 100% of the quotas issued by LFG are held by the Company.
9.1.3 Considering that all of LFG’s capital stock is held by the Company and the consequent absence of minority shareholders in LFG, there will be no need for an appraisal report at market prices pursuant to article 264 of Law 6404/76.
9.1.4 In accordance with the Appraisal Report, the total value of the accounts representing the assets, rights and obligations that make up the shareholders’ equity of LFG to be transferred to the Company is eighty-six million, nine hundred four thousand, one hundred and twenty-six Reais and sixty-four Centavos (R$86,904,126.64).
9.1.4 The Appraisal Company declared that it did not possess any actual or potential conflict or communion of interests with the Company’s shareholders or LFG’s partners, or related to the Merger itself that might impede or affect the preparation of the Appraisal Report.
10. Changes in Equity Subsequent to the Base Date: Changes in LFG’s equity between the Base Date and the date on which the Merger is effectively completed will be reflected and allocated within LFG.
11. Right of Withdrawal: Considering that all quotas representing LFG’s capital stock are held by the Company, withdrawal rights do not apply in this case.
12. Examination of the Merger by the Regulatory Authorities: The Merger will not be submitted to the Brazilian regulatory or anti-trust authorities, as it does not represent an antitrust merger in accordance with the applicable legislation.
13. Availability of Merger Documentation: As of this date, all documents related to the Merger, including those required by CVM Instruction 481/99 - are available to shareholders at the Company‘s headquarters and on the Company‘s website (www.unianhanguera.edu.br/ri). In accordance with article 2, paragraph 1, item XVII of CVM Instruction 319/99, said documents were also sent to the CVM - Brazilian Securities and Exchange Commission and BM&FBovespa S.A. - Securities, Commodities and Futures Exchange.
Valinhos, September 15, 2010.
José Augusto Gonçalves de Araújo Teixeira
Chief Planning Officer & Investor Relations Officer
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