Dragoneer Investment Group, LLC and General Atlantic Service Company, L.P. made a non-binding proposal to acquire 58.7% stake in Arco Platform Limited (NasdaqGS : ARCE) from Oto Brasil de Sa Cavalcante and Ari de Sa Cavalcante Neto for approximately $550 million on November 30, 2022. Dragoneer Investment Group, LLC and General Atlantic Service Company, L.P. entered into a definitive agreement to acquire Arco Platform Limited from Oto Brasil de Sa Cavalcante and Ari de Sa Cavalcante Neto on August 10, 2023. Under the terms, Dragoneer Investment Group, LLC and General Atlantic Service Company, will acquire $13 in cash for class A common stock. The cash necessary to complete the Proposed Transaction would come from General Atlantic and Dragoneer's respective affiliated investment funds. The company will pay to parent a fee of $20 million. Consummation of the Proposed Transaction would be contingent on receipt of any required regulatory or shareholder approvals and other customary conditions to closing. As of January 26, 2023, Arco Platform announced that its board of directors (the ?Board?) formed in December 2022 a special committee (the ?Special Committee?) consisting of four independent and disinterested directors, Beatriz Amary, Carla Schmitzberger, Edward Ruiz and Stelleo Tolda, to evaluate and consider the previously announced preliminary non-binding proposal, dated November 30, 2022 (the ?Proposal?), from General Atlantic L.P. (?General Atlantic?) and Dragoneer Investment Group, LLC (?Dragoneer?). As of August 10, 2023, Following a comprehensive evaluation of the Proposal, the Special Committee and its financial and legal advisors engaged in extensive negotiations with the Bidders on pricing and other terms, including increases in price by the Bidders from the initial proposed purchase price of $11.00 per Share to the $14.00 per Share price. The transaction has been unanimously updated by the Special Committee of Independent Directors of Board of Arco. Arco being the surviving company and becoming a wholly-owned subsidiary of Bidder. The merger is currently expected to close during the fourth quarter of 2023 or the first quarter of 2024. As of December 4, 2023, Arco?s shareholders voted in favor of, among other things, the proposal to authorize and approved the previously announced agreement and plan of merger. Completion of the Merger is expected to close within the fourth quarter of 2023.

The Special Committee retained (i) Evercore Group L.L.C. and Seneca Evercore Advisors Ltda.as its financial advisor, (ii) Skadden, Arps, Slate, Meagher & Flom LLP as its U.S. legal counsel, (iii) Carey Olsen Cayman Limited as its Cayman Islands legal counsel and (iv) BMA - Barbosa Müssnich Aragão Advogados as its Brazilian legal counsel, in each case to assist it in its mandate. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. legal counsel to General Atlantic and Ropes & Gray LLP is acting as U.S. legal counsel to Dragoneer. Walkers is acting as Cayman Islands legal counsel to the Bidders and Mattos Filho is acting as Brazilian legal counsel to the Bidders. Manuel Garciadiaz and Cheryl Chan of Davis Polk & Wardwell LLP is acting as U.S. legal counsel to Arco, Lobo de Rizzo Advogados is acting as Brazilian legal counsel to Arco and Maples Group is acting as Cayman Islands legal counsel to Arco. Evercore Group L.L.C provided fairness opinion to Arco Platform.

Dragoneer Investment Group, LLC and General Atlantic Service Company, L.P. completed the acquisition of Arco Platform Limited (NasdaqGS : ARCE) from Oto Brasil de Sa Cavalcante and Ari de Sa Cavalcante Neto on December 7, 2023.