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Valinhos, July 28, 2011 - 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 entered, on July 28, 2011, through its subsidiary Anhanguera Educacional Ltda. (“Anhanguera Ltda.”), into a Private Instrument of Purchase and Sale of Shares and Other Covenants, through which acquired 100% of the capital of Instituição Educacional Professor Luiz Rosa Ltda. (“Luiz Rosa”), the controlling institution of Faculdade de Tecnologia Professor Luiz Rosa.
The total value of the transaction was R$ 4,950,000.00 (four million, nine hundred and fifty thousand reais), including i) R$ 2,989,384.98 (two million, nine hundred and eighty-nine thousand, three hundred and eighty-four reais and ninety-eight centavos) with one installment equivalent to 75% of the total, paid at the time of closing, and the rest to be paid within 6 years of the transactions closing date; and (ii) R$ 1,960,615.02 (one million, nine hundred and sixty thousand, six hundred and fifteen reais and two centavos) regarding Luiz Rosa’s outstanding net debt.
Luiz Rosa has 1 thousand students enrolled at its campus in the city of Jundiaí, in the State of Sao Paulo, and its acquisition is in line with Anhanguera’s expansion plan.
In view of the fact that on March 31, 2011, the Company’s net book value was R$2,051,556,000 (two billion, fifty-one million, five hundred and fifty-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.