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Valinhos, September 6, 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 signed, on September 5, 2011, an amendment ("Amendment") to the Share Purchase Agreement originally signed on October 6, 2008 ("Share Purchase Agreement"), related to the acquisition of J.L.P.S.P.E. Empreendimentos e Participações Ltda., a company incorporated by LFG Business, Edições e Participações Ltda., which was later incorporated by the Company in September, 2010.
The purpose of the Amendment is to restructure certain conditions and amounts payable by the Company under the Share Purchase Agreement, with the main conditions as follows:
(i) A fixed Payment equivalent to R$114,500,000.00 (one hundred fourteen million five hundred thousand reais), including R$104,500,000.00 (one hundred four million five hundred thousand reais) equivalent to the present value of the original Share Purchase Agreement and R$10,000,000.00 (ten million reais) for the first installment related to the non-compete agreement of the amended contract; such fixed payment will be composed of (i) R$52,206,949.29 (fifty-two million, two hundred and six thousand, nine hundred forty-nine reais and twenty nine centavos) in cash and (ii) R$ 62,293,050.71 (sixty-two million, two hundred ninety-three thousand and fifty reais and seventy-one centavos) by means of the use of 2,425,558 (two million, four hundred twenty-five thousand five hundred and fifty eight) common shares of the Company held in treasury, subject to the CVM’s (Brazilian Securities Commission) approval.
(ii) Variable Payments (Earnout) based on net revenue from the segment of legal & civil service preparatory and executive education programs, covering 11 intermediate semi-annual installments to be paid between 2012 and 2017 and variable payments based on net revenue growth of such programs.
Under such conditions, the Amendment determines that the current net present value of the Share Purchase Agreement be paid off, while it extends the remaining variable payments, formerly due until March 2013, to the period between 2014 and 2017.
While the non-compete obligations initially set forth in the Share Purchase Agreement remain unchanged with respect to the seller Julio Cesar Gomes; with respect to Luiz Flavio Gomes, such non-compete obligations are altered to reflect substantially that such obligations shall continue for a period of 05 (five) years from the date on which Luiz Flavio Gomes no longer holds any relationship with the Company or until December 31, 2021, whichever occurs last.
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