Material Fact
Recife, December 14, 2020, Ser Educacional S.A. (B3 SEER3), one of the largest private education groups in Brazil and the leader in the North and Northeast 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 Corporation Law”), hereby informs its shareholders and the market in general that it entered into a Share Purchase and Sale Agreement and Other Covenants (“Agreement”), whereby its subsidiary CENESUP – Centro Nacional de Ensino Superior Ltda. (“CENESUP”) agreed to acquire one hundred percent (100%) of the capital stock of Sociedade Educacional de Rondônia S/S Ltda. (“UNESC” and “Transaction”). UNESC is the maintaining entity of the following education institutions: (i) Faculdade de Educação e Cultura de Porto Velho, (ii) Faculdade de Educação e Cultura de Vilhena, (iii) Faculdades Integradas de Cacoal and (iv) Faculdade de Educação e Cultura de Ji-Paraná.
UNESC is present in the largest cities of the Rondônia State, both in terms of GDP and population. Its estimated consolidated net revenue totaled forty-two million reais (R$42,000,000.00) in 2020, and it has approximately two thousand and nine hundred (2,900) undergraduate on-campus students, among which one hundred and sixty-two (162) students enrolled in the Medicine course.
UNESC’s portfolio comprises courses in the areas of health and engineering, among which fifty (50) annual places for the Medicine course in the city of Vilhena, or sixty (60) annual places considering the places made available through PROUNI and FIES, as well as Psychology, Nursing, Pharmacy, Physiotherapy, Nutrition, Civil Engineering, Mechanical Engineering, Law and Computer Engineering courses.
In return to assigning and transferring all of the Shares, CENESUP will pay a total of one hundred and twenty million reais (R$120,000,000.00), of which seventy million reais (R$70,000,000.00) in cash, on the closing date of the Transaction, and fifty million reais (R$50,000,000.00) in four (4) annual successive installments, in the amount of twelve million and five hundred thousand reais (R$12,500,000.00) each, the first installment due on the first (1st) anniversary of the closing date and the others on the same date of the following three (3) years, adjusted by the variation of the IPCA from the closing date to the actual payment date of each installment.
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IR Contact:
Rodrigo de Macedo Alves / Geraldo Soares de Oliveira Júnior
+55 (11) 2769-3223 | ri@sereducacional.com | http://ir.sereducacional.com
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