Estacio

MATERIAL FACT
Acquisition of Academia do Concurso

Estácio Participações S.A. (“Estácio” or “Company” - Bovespa: ESTC11), in accordance with Paragraph 4, Article 157 of Law 6,404/76 and with CVM Rule 358/02, as amended, informs the market and the general public that on today‘s date it signed an Asset Purchase and Sale Agreement with Damásio Educacional S.A. (“Damásio”) through which Estácio assumed the commitment to acquire, through Estácio or its Affiliated Company, 100% of the interests in Nova Academia do Concurso-Cursos Preparatórios Ltda. ("Academia do Concurso"), which owns and manages the operations of on-site preparatory courses for civil service exams (for tax-auditing and mid-level careers), and of the assets and rights related to the management (including the transfer of the academic programs) of Faculdade da Academia Brasileira de Educação e Cultura (“FABEC"). The transaction involves the segregation of certain assets of Damásio, which will be transferred to Academia do Concurso and concluded once the legal formalities have been resolved.

Academia do Concurso is a leading provider of preparatory courses for civil service exams in the city of Rio de Janeiro, which in 2010 registered enrollment in its short-duration courses of over 29,000 students, for pro-forma net revenue of R$ 10.4 million.

The acquisition will represent Estacio’s entry into the segment of preparatory courses for civil service exams, with the aim of capturing the rapid growth in this attractive market.

With this investment, Estácio plans to: (i) leverage the distribution of courses at Academia de Concursos (which today only offers on-site courses at one unit in Rio de Janeiro) through the distance-learning platform available at 70 campuses throughout Brazil and the franchise network to be structured for this purpose; (ii) expand the portfolio of courses to be offered by Academia do Concurso by drawing on Estacio‘s capacity to generate content in various fields of knowledge; (iii) capture business synergies involving cross-selling between Estacio’s activities in higher education and its over 210,000 students; and (iv) generate economies of scale and efficiency gains by combining their centralized support and shared-services structure, which will begin to also serve Academia do Concurso.

Located in the city of Rio de Janeiro, FABEC offers an accounting sciences program and had 271 students enrolled at the end of 2010.

The total investment was sixteen million, five hundred thousand Brazilian reais (R$16,500,000.00), to be paid directly to Damásio upon the conclusion of the transaction.

In accordance with Article 247, Sole Paragraph, Sub-item "b" of Law 6,404/76, the acquisition constitutes a material investment for the Company. However, the analysis of the application of Article 256, Item II of said Law has not yet been concluded. The Company’s Management will opportunely inform its shareholders, once it pays for the acquisition and the transaction is effectively concluded, if the transaction will require ratification by the Shareholders’ Meeting and if said acquisition will entitle dissident shareholders to withdrawal rights. In the event of withdrawal rights, the amount paid as reimbursement for the shares will be based on Article 12, Sole Paragraph of the Company’s Bylaws.

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