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Material Fact

Acquisition of Centro Universitário do Norte (UNINORTE)

Recife, April 17, 2019, Ser Educacional (B3 SEER3, Bloomberg SEER3:BZ e Reuters SEER3.SA), one of Brazil’s largest private education groups and a leader in the Northeast and North regions, pursuant to CVM Instruction 358, of January 3, 2002, as amended, and paragraph 4 of article 157 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporations Law"), hereby informs its shareholders and the market in general that it signed, on April 16, 2019, a Sale and Transfer of Shares and Other Covenants ("Transfer Agreement") in which its subsidiary Centro Nacional de Ensino Superior Ltda. ("CENESUP") agreed to acquire 100% of the share capital of SODECAM - Sociedade de Desenvolvimento Cultural do Amazonas Ltda., maintainer of Centro Universitário do Norte (UniNorte) ("Sociedade"), with headquarters in Manaus-AM ("Transaction"). As a leading player in the region, on December 31, 2018, UNINORTE had a total of 25,172 actively registered students, being 23,233 undergraduate students and 1,939 postgraduate students, and an Adjusted EBITDA of R$ 18.7 million. Through its subsidiary CENESUP, Ser Educacional will pay, on the Transaction closing date, a base purchase price (enterprise value) of R$ 194,814,000.00 (one hundred and ninety-four million, eight hundred and fourteen thousand reais), from which the net debt of R$ 9,814,000 (nine million, eight hundred and fourteen thousand reais) will be deducted, as applicable.

In line with its strategy of becoming a relevant player in these regions and to maintain presence in other regions of Brazil, Ser Educacional strengthens its presence in the north of Brazil by taking on a significant number of university students in the city of Manaus through a recognized brand in the city, winner of the top of mind survey for the last 8 consecutive years, and becoming a market reference in the two largest cities in this region as the group is already a market leader in Belém, state of Pará. In the Northeast, the Ser Educacional operates UNINASSAU, the most recognized brand in the region according to a study conducted by Troiano Branding and published by O Estado de São Paulo in May 2018.

The Transaction is subject to the fulfillment of certain preceding conditions that are common for these types of operations and will be concluded as soon as such conditions are met. Ser Educacional S.A. will keep the market up to date on subsequent relevant facts on the Transaction and the Investor Relations area will be available to answer any questions.


Conference Calls
English Portuguese
April 17, 2019

10.30 a.m. (New York Time)
11.30 a.m. (Brasília Time)

Phone.: +1 (412) 317-6346 or
+1 (844) 204-8586


Code: Ser Educacional

Replay: +1 (412) 317-0088
Code: 10130696


Webcast:
click here
April 17, 2019

9.30 a.m. (New York Time)
10.30 a.m. (Brasília Time)

Phone.: +55 (11) 3181-8565



Code: Ser Educacional

Replay: +55 (11) 3193 1012
Code: 5925463#


Webcast: click here


To access full document, click here.


IR Contact:


Rodrigo de Macedo Alves / Geraldo Soares de Oliveira Júnior
+55 (11) 2769-3223 | ri@sereducacional.com | http://ir.sereducacional.com

Media Relations:
Silvia Fragoso | +55 (81) 3413-4643 | silvia.fragoso@sereducacional.com