Kroton Educacional : Material Fact – Report of SOMOS’ Board of Directors relating to Tender Offer
April 18, 2019 at 05:58 pm EDT
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SOMOS EDUCAÇÃO S.A.
SABER SERVIÇOS EDUCACIONAIS S.A.
CNPJ/MF 02.541.982/0001-54
CNPJ/MF 03.818.379/0001-30
Company Registry (NIRE) 35.300.175.832
Company Registry (NIRE) 31.300.121.445
Publicly Held Corporation
Publicly Held Corporation
MATERIAL FACT
SOMOS EDUCAÇÃO S.A. (B3: SEDU3) ("Somos") and SABER SERVIÇOS EDUCACIONAIS S.A. ("Saber"), in accordance with the Brazilian Securities and Exchange Commission ("CVM") Rule No. 358, dated as of January 3rd, 2002, and following the material facts of October 11th, 2018, November 8th and November 21th, 2018, December 28th, 2018, February 22nd, 2019 and March 14th and 25th, 2019, in the context of the public tender offer for the acquisition of up to the total amount of common shares issued by Somos, as a result of the conclusion of the acquisition of control, combined with its request of cancellation of the registration of Somos as a publicly-heldcompany and its consequent exit from the special segment of the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("Public Tender Offer" and "B3", respectively), inform their shareholders, investors and the market that, at the meeting held on this date, Somos' board of directors has issued a favorable report on the acceptance of the Public Tender Offer by its minority shareholders, in the terms of the report approved and included in the annex to the minutes of the meeting.
In addition, the Company states that as long as there are funds deposited in the escrow account, the Company will seek to keep the shareholders informed about any deductions on the balance of the escrow account, so that they may keep track of it regardless of the deadlines of assessment contractually established.
Additionally, in the referred meeting, the Board of Directors of Somos has also approved the appointment of Mr. Júlio Fernando Cabizuca as a member of the Board of Directors of Somos, pursuant to article 15, paragraph 5, of Somos' bylaws, as well as to article 150 of the Brazilian Corporate Law. The ratification of the appointment of such new member to the Board of Directors, will then be subject of deliberation at the first general shareholders' meeting following the ordinary general shareholders meeting that will be held on April 29, 2019. Such appointment is due to the vacancy caused by the resignation to the same position of Mr. Wolfgang Stephan Schwerdtle.
The minute of the Board of Directors' meeting, which contains the full version of the opinion mentioned above, is available in the IPE System of CVM and B3 and in Somos' website (http://ri.somoseducacao.com.br/).
This material fact is exclusively for information purposes and does not constitute an offer for the acquisition of securities.
São Paulo, April 18, 2019
Carlos Alberto Bolina Lazar
Investor Relations Officer
Somos Educação S.A. and Saber Serviços Educacionais S.A.
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Kroton Educacional SA published this content on 18 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2019 21:57:02 UTC
Cogna Educacao SA, formerly Kroton Educacional SA, is a Brazil-based company active in the private education sector. The Company focuses on developing primary and secondary schools, post-secondary and undergraduate programs, as well as vocational courses. The Company's activities are divided into three business segments: In-class higher education, which offers port-secondary programs on campus; Distance learning higher education (EAD), which provides port-secondary programs via online platform, and Basic education, which includes own and managed primary schools, collection and development of teaching materials, school management advisory, as well as educational support tools, among others. The Company operates a number of brand names, such as Anhanguera, Fama, Pitagoras, Unic, Unime and Unopar. In addition, it is involved in the wholesale, retail, distribution, import and export of textbooks, course books, magazines and other publications related to education.
COGNA EDUCAÇÃO 
