MATERIAL FACT

Anhanguera Educacional Participações S.A. ("Company"), in accordance with Article 157, Paragraph 4 of Law 6,404/76 and CVM Instruction 358/02, announces to shareholders and the general market that it acquired, on December 16, 2010, through its subsidiary Anhanguera Educacional Ltda. (“Anhanguera Ltda.”), 100% of the capital in Sociedade Educacional Plínio Leite S/S Ltda., the controlling institution of Centro Universitário Plínio Leite ("UNIPLI").

The amount paid for 100% of UNIPLI’s quotas was R$56,972,735.25, to be paid in 5 installments within 6 years of the transaction‘s closing date, with one of the installments to be paid in either assets or cash, at the discretion of the Company. With the acquisition, the Company assumes UNIPLI’s net debt of R$11,658,120.25.

The acquisition involves: (i) the post-secondary education operations of Centro Universitário Plínio Leite; (ii) the K-12 operations of Colégio Plínio Leite; and (iii) the operational real estate owned by UNIPLI.

The Company informs its shareholders that it plans to sell the K-12 operations of Colégio Plínio Leite and the operational real estate of UNIPLI. Assuming the divestment of these assets, the residual investment related to the post-secondary operations is estimated by the Company‘s management to be within the range of R$39,500,000.00 to R$42,500,000.00.

UNIPLI has 7,390 post-secondary students enrolled at four campuses, of which two are located in the city of Niterói, one in Itaboraí and one in São Gonçalo.

The acquisition represents the Company‘s entry into the state of Rio de Janeiro, strengthens its presence in Brazil‘s Southeast, and is consistent with its national expansion strategy.

In view of the fact that on September 30, 2010, the Company‘s net book value was R$1,048,186,000 (one billion, forty-eight million, one hundred and eighty-six thousand), the acquisition does not constitute a relevant investment for Anhanguera Educacional Participações S.A., in accordance with Item I, Article 256 of Federal Law 6,404/76. However, we clarify that the analysis of the applicability of Item II, Article 256 of Law 6,404/76 depends on the preparation of an appraisal report, which has not yet been concluded.

Thus, the Company’s shareholders shall be informed in due course whether a resolution taken by the General Meeting will be necessary in order to approve the acquisition, as well as about the possibility that dissenting shareholders exercise the right to withdraw and the conditions for such, in compliance with the provisions in article 256 of Law no. 6,404/76.

Valinhos, December 16^th, 2010.

José Augusto Gonçalves de Araújo Teixeira
Investor Relations Officer and Planning Officer

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