Ser Educacional S A : Announces Acquisition of Hospital Plantão Veterinário

Material Fact - Ser Educacional Announces Acquisition of Hospital Plantão Veterinário

Recife, December 10, 2021 - Ser Educacional S.A. (B3 SEER3), one of the largest private education groups in Brazil and leader in the Northeast and North regions, in compliance with the terms of Law No. 6.404/1976 and CVM Instruction No. 358/2002, hereby informs its shareholders and the market in general that it has entered into the Agreement for the Purchase and Sale of Shares ("Agreement") through which its subsidiary Clínica Escola de Saúde Uninassau Ltda. ("Buyer") acquired 100% of the share capital of Plantão Veterinário Hospital Ltda. ("Hospital") and Pet Shop Kero Kolo Ltda. ("Pet Shop" and "Transaction").

About Hospital Plantão Veterinário

Located near Centro Universitário UNINASSAU in Recife, the Hospital (www.plantaoveterinario.com.br) is one of the most renowned Veterinary Hospitals ("HoVet") in the city and has a complete infrastructure for pet care. It offers 24-hour service, 22 inpatient beds and laboratory tests. In 2020, the Hospital performed more than 16 thousand consultations and currently has a team of specialists in the most diverse areas of Veterinary Medicine. The Hospital also has a Pet Shop, with a wide portfolio of products and services for pets. In 2020, the Hospital and the Pet Shop revenues amounted to around R$ 5 million.

Strategic Rationalen

Plantão Veterinário acquisition is part of Ser Educacional's strategy of investing in Veterinary Medicine vertical and is the Company's second transaction in the segment, after the acquisition of CDMV/DOK announced in August 2021. The Transaction has relevant synergies due to its ease integration with UNINASSAU veterinary medicine course in Recife, providing internship opportunities for students and the potential to provide new income sources by offering postgraduate and extension courses in Veterinary Medicine offered by CDMV/DOK. Therefore, Ser Educacional advances in its strategy of creating a network of HoVets in the 19 cities where it offers courses in Veterinary Medicine, combining organic expansion and acquisitions. Recife is now the 4th city to host a Ser Educacional HoVet, joining the units in Guarulhos (SP), Manaus (AM), and Rio de Janeiro (RJ), the latter being the result of the CDMV/DOK acquisition.

Transaction structure

In consideration for the assignment and transfer of all shares of Hospital and Pet Shop, the Buyer will pay a total amount of ten million Brazilian reais (R$ 10,000,000.00), of which (i) four million Brazilian reais (R$ 4,000,000.00) in cash, on the closing date of the Transaction; (ii) one million Brazilian reais (R$1,000,000.00) within 10 (ten) business days from the fulfillment of certain conditions provided for in the Agreement; and (iii) five million Brazilian reais (R$ 5,000,000.00) to be paid as follows: (1) one million Brazilian reais (R$ 1,000,000.00) on the first anniversary of the closing date of the Transaction; (2) plus five installments of eight hundred thousand Brazilian reais (R$ 800,000.00) in the years following the anniversary of the Transaction, adjusted by IPCA.

SER's management does not expect any relevant risks in the Merger implementation, nor any relevant costs, since it estimates a total of costs and expenses of approximately one hundred and eighty thousand Brazilian reais (R$ 180,000.00), including registration, filing corporate acts, fees for legal advisors, the Appraisal Company and other appraisers and auditors.

As the Transaction was carried out through a subsidiary of Ser Educacional S.A., article 256 of Brazilian Corporate Law is not applicable and, therefore, Ser Educacional's shareholders will not be entitled to withdrawal rights.

The Investor Relations area will be available to clarify any doubts.

To access the full Material Fact, click here.

Rodrigo de Macedo Alves
Investor Relations Officer

Investor Relations Contact:
Rodrigo de Macedo Alves and Geraldo Soares de Oliveira Júnior
Phone: [phone] | E-mail:[e-mail]| www.sereducacional.com/ir

Media Relations
Silvia Fragoso | ([phone] | [e-mail]

Loures Consultoria
Ludmilla Gutierrez | [e-mail]

ABOUT GRUPO SER EDUCACIONAL
Founded in 2003 and headquartered in Recife, Grupo Ser Educacional (B3 SEER3) is one of the largest private education groups in Brazil and the leader in the Northeast and North regions in terms of number of students enrolled. Ser offers undergraduate, graduate, vocational and digital learning courses in 26 states and the Federal District, with a consolidated base of approximately 240,000 students The Company operates under the following brands: UNINASSAU, UNINASSAU - Centro Universitário Maurício de Nassau, UNINABUCO - Centro Universitário Joaquim Nabuco, Faculdades UNINABUCO, Escolas Técnicas Joaquim Nabuco e Maurício de Nassau, UNIVERITAS/UNG, UNAMA - Universidade da Amazônia e Faculdade da Amazônia e UNIVERITAS - Centro Universitário Universus Veritas, Faculdades UNIVERITAS, UNINORTE - Centro Universitário do Norte, Centro Universitário de Ciências Biomédicas de Cacoal - UNIFACIMED, UNIJUAZEIRO - Centro Universitário de Juazeiro do Norte, Sociedade Educacional de Rondônia - UNESC, do Centro Universitário São Francisco de Barreiras - UNIFASB and CDMV - Centro de Desenvolvimento da Medicina Veterinária.

This notice may contain forward-looking statements related to business prospects, estimates of operating and financial results and the growth prospects of Grupo Ser Educacional. These are merely projections and, as such, are solely based on the expectations of the Management of Grupo Ser Educacional. Such forward-looking statements are substantially dependent on external factors, in addition to the risks presented in the disclosure documents filed by Grupo Ser Educacional and are therefore subject to change without prior notice.