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Valinhos, September 18, 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 September 16, 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: (i) ACADEMIA PAULISTA ANCHIETA LTDA., the controlling institution of Universidade Bandeirante de São Paulo (“UNIBAN”), located in the cities of São Paulo, São Bernardo and Osasco, all in the State of São Paulo; (ii) UNIÃO PAN-AMERICANA DE ENSINO S/C LTDA., the controlling institution of Faculdade de Ciências Aplicadas de Cascavel (“FACIAP”), located in the city of Cascavel, in the State of Parana; and (iii) UNIÃO BANDEIRANTE DE EDUCAÇÃO LTDA., the controlling institution of Escola Superior de Educação Corporativa (“ESEC”) and Faculdade União Bandeirante (“FUB”), located in the city of São José, in the State of Santa Catarina; (together with UNIBAN and FACIAP constituting “UNIBAN Group”); besides 3 of UNIBAN Group’s operational real estate assets.
The total value of the transaction was R$510,561,000.00 (five hundred and ten million, five hundred sixty one thousand reais), including: i) R$382,561,000.00 (three hundred eighty-two million, five hundred and sixty one reais) for 100% of UNIBAN Group’s quotas; ii) R$128,000,000.00 (one hundred twenty-eight million reais) according to the joint assessment of the 3 (three) operational real estate assets acquired. The amount paid for UNIBAN’s Group quotas is net of its R$9,439,000.00 (nine million four hundred and thirty-nine thousand reais) cash position.
The total value of the transaction will be paid as follows: i) R$235,000,000.00 (two hundred thirty-five million reais) paid at the time of closing and ii) R$ 285,000,000.00 (two hundred eighty-five million reais) paid over 24 months adjusted by the CDI (Interbank Interests Deposits).
The UNIBAN Group had in March, 2011, 55,1 thousand students enrolled in its 9 campuses located in the São Paulo Metropolitan area, 2 campuses located in Cascavel, in the State of Parana, and 1 campus located in São José, in the State of Santa Catarina. The acquisition strengthens the Company’s presence in the Educational Sector, while it represents the Companys entry into the state of Parana and also into the Florianópolis Metropolitan area in the state of Santa Catarina, and is in line with the Company’s national expansion strategy.
In view of the fact that on June 30, 2011, the Company’s net book value was R$2,059,944,000.00 (two billion, fifty-nine million, nine hundred and forty-four thousand reais), 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.