Anhanguera Educacional Participações S.A.

Publicly Held Company
Corporate Taxpayer ID. (CNPJ/MF):
04.310.392/0001-46
Company Registry (NIRE): 35.300.184.092

Kroton Educacional S.A.

Publicly Held Company
Corporate Taxpayer ID. (CNPJ/MF):
02.800.026/0001-40
Company Registry (NIRE): 31.300.025.187

Material Fact

Anhanguera Educacional Participações S.A. (BM&FBovespa: AEDU3 "Anhanguera") and Kroton Educacional S.A. (BM&FBovespa: KROT3 "Kroton" and, jointly with Anhanguera, the "Companies"), in compliance with Instruction 358/02 issued by the Securities and Exchange Commission of Brazil (CVM), hereby inform their respective shareholders and the market in general that the association agreement entered into by the Companies on April 20, 2013 ("Association Agreement") received final approval today from Brazil's antitrust agency ("CADE"), through the execution of a Merger Control Agreement ("ACC").
Through the ACC, the Companies undertook to divest the Sociedade Educacional Leonardo da Vinci S/S Ltda., the controlling institution of the Centro Universitário Leonardo da Vinci, which offers distance learning degree programs under the Uniasselvi brand, as well as two institutions which offer on-site degree programs located in the cities of Rondonópolis and Cuiabá.
The Companies also assumed, through the ACC, the commitment to limit student intakes through its brands in certain distance learning programs in 48 specific cities, until 2017. In addition, and for the same time period, the Companies undertook to not use concomitantly its brands for new student intakes in certain distance learning programs in cities where both brands operate. In relation to the distance learning programs/cities not affected by said commitments, Unopar's and Uniderp's operations remain unaltered, including their respective expansion plans. The Companies also undertook to invest in training teachers and tutors, reiterating their continuous commitment to offering high quality education to its students.
The Companies will maintain their shareholders and the market informed of any material developments related to compliance with the ACC and reinforce their commitment to cooperate with CADE by complying fully with all the obligations undertaken.

Vitor Pini

Investor Relations Officer
Anhanguera Educacional Participações S.A.

Carlos Alberto Bolina Lazar Investor Relations Officer Kroton Educacional S.A.
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