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Qualicorp S.A., a publicly-held company, with headquarters at Rua Doutor Plínio Barreto, No. 365 (part), Bela Vista, Zip Code 01313-020, in the City of São Paulo, State of São Paulo ("Company"), following the Material Facts published on April 30, 2014 and July 15, 2014, hereby informs its shareholders and the market of the following:
On this date, the merger ("Merger"), by the Company, of Saúde Soluções Participações S.A. ("Saúde Soluções"), company which is the holder of 100% (one hundred per cent) of the capital stock of the companies Connectmed-CRC Consultoria, Administração e Tecnologia em Saúde Ltda. ("Connectmed") and Gama Saúde Ltda. ("Gama Saúde", together with Connectmed herein denominated "Companies" or "Unidade Saúde Soluções"), was approved by the relevant General Shareholders Meetings, being, therefore, concluded the Merger transaction, with the consequent extinction of Saúde Soluções, becoming the Companies, controlled companies of the Company, pursuant to the association agreement entered into on April 30, 2014 ("Association Agreement") with Tempo Participações S.A. ("Tempo") and Unidade Saúde Soluções, through which the Company and Tempo agreed to associate the Company and Unidade Saúde Soluções.
As a result of the Merger, (i) 3,352,601 (three million, three hundred and fifty-two thousand, six hundred and one) common shares ("New Shares") were issued by the Company, all nominative and with no par value, of the same type, class and with the same rights attributed to the outstanding shares issued by the Company, free and clear of any liens or encumbrances, which shall be attributed to Tempo, sole shareholder of Saúde Soluções, and (ii) a subscription warrant ("Subscription Warrant") was issued, which shall entitle the right to subscribe for 2,994,367 (two million, nine hundred and ninety-four thousand, three hundred and sixty-seven) common shares ("Bonus Shares") issued by the Company pursuant to the Association Agreement. The exchange ratio was freely negotiated and agreed upon between the Company and Tempo, and is deemed to be fair and equitable by the shareholders.
The execution of the Subscription Warrant is subject to the occurrence of certain events set forth in the Association Agreement. Additionally, the aforementioned amount of Bonus Shares is subject to adjustments pursuant to the Protocol and Justification of the Merger, in order to reflect certain changes to Company’s capital stock and/or distributions to the shareholders, in case such events occur until the issuance of the Bonus Shares.
The approval of the Merger shall not give rise to the right to withdraw to Tempo, sole shareholder of Saúde Soluções, given that Tempo approved the Merger without reservations, nor the right to withdraw to the shareholders of the Company, according to the applicable law.
São Paulo, August 13, 2014.
Chief Financial and Investor Relations Officer