Hapvida Participações e Investimentos S.A. (BOVESPA:HAPV3) entered into a binding memorandum of intention to acquire Grupo São José for BRL 320 million on July 14, 2020. As of now, Hapvida Participações e Investimentos entered into a binding memorandum of intention to buy and sell quotas and other agreements to acquire 85.71% (total could reach 100%) stake in Grupo São José. The purchase price (if Hapvida Participações e Investimentos acquires 100% of Grupo São José) is BRL 320 million. The transaction will be funded through cash payment of BRL 240 million on the closing date of the transaction and earn-out of BRL 80 million, discounting for occasional contingencies. The earn-out may vary depending on certain performance criteria, which may reach an additional BRL 80 million to the initial value. The consideration amounts will be paid in proportion to the percentage of the voting capital object of this transaction (which is 85.71% but could reach 100%). Grupo São José had revenues of BRL 219.1 in year 2019. The conclusion of this transaction is conditioned to usual conditions precedent, such as the successful negotiation of the respective contractual acquisition instruments and their respective formalizations, which also involve ongoing legal, accounting and operational due diligence procedures, as well as the consideration and approval of Agência Nacional de Saúde Suplementar (ANS, Brazilian private healthcare agency) and Conselho Administrativo de Defesa Econômica (Cade, Brazilian antitrust authority). As on August 14, 2020, the transaction was approved by the General Superintendence of the Administrative Council for Economic Defense (Cade). José Luis Camargo and José Senedesi Neto of Madrona Advogados acted as legal advisor to Hapvida Participações e Investimentos S.A. Daniel Oliveira Andreoli, Mariana Llamazalez Ou and Paula Pinedo of Demarest Advogados acted as legal advisor to Hapvida Participações e Investimentos S.A.