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 April 28, 2011, through its subsidiary Anhanguera Educacional Ltda. (“Anhanguera Ltda.”), 100% of the capital of Associação de Ensino Superior Elite Ltda. (“AESE”), the controlling institution of Faculdades Integradas Torricelli - FIT (“FIT”).

The total value of the transaction was R$38,998,576.13 (thirty-eight million, nine hundred ninety-eight thousand, five hundred seventy-six Reais and thirteen Centavos), including (i) R$22,485,685.00 (twenty-two million, four hundred, eighty-five thousand, six hundred eighty-five Reais) for 100% of AESE‟s quotas, with one installment equivalent to 50% of the total, paid at the time of closing, and two installments to be paid within 2 years of the transaction‘s closing date; and (ii) 16,512,891.13 (sixteen million, five hundred twelve thousand, eight hundred ninety-one Reais and thirteen Centavos) regarding AESE‟s net debt.

AESE has 6,480 students enrolled in the city of Guarulhos, in the state of São Paulo.

The acquisition marks the strengthening of the Company‟s position in the São Paulo Metropolitan Area and is in line with its national expansion plan.

In view of the fact that on December 31, 2010, the Company„s net book value was R$2,004,760,000 (two billion, four million, seven hundred and sixty 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, April 28^th, 2011.

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

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