Acquisition of Faculdade de Juazeiro do Norte
Recife, September 18, 2020, Ser Educacional S.A. (B3 SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), one of the largest private education groups in Brazil and the leader in the North and Northeast regions, pursuant to CVM Instruction 358, of January 3, 2002, as amended, and paragraph 4 of article 157 of Law 6,404, of December 15, 1976, as amended ('Brazilian Corporate Law'), hereby informs its shareholders and the market in general that it entered into an Agreement of Purchase and Sale of Shares ('Agreement'), whereby its subsidiary CENESUP - Centro Nacional de Ensino Superior Ltda. ('CENESUP') agreed to acquire one hundred percent (100%) of the capital stock of Colégio Cultural Módulo Ltda. ('Colégio Módulo' and 'Transaction'), sponsoring institution of Faculdade de Juazeiro do Norte - FJN ('FJN').
Located in the city of Juazeiro do Norte, in the state of Ceará, the education institution recorded net revenue of approximately R$20 million and adjusted EBITDA of R$4.3 million in 2019 and had 2,100 undergraduate students in December of that year, distributed in the courses of Architecture and Urbanism, Accounting, Law, Nursing, Pharmacy, Gastronomy, Veterinary Medicine, Nutrition, Occupational Safety and Information Systems.
On August 6, 2020, an ordinance was published by the MEC approving the accreditation and transformation of FJN into a University Center. The institution's request for accreditation to offer distance learning education is under analysis.
In line with its strategy of seeking to be a relevant player in these regions and present in other regions of Brazil, Grupo Ser Educacional strengthens its presence in the country's Northeast region.
CENESUP will pay twenty-four million reais (R$24,000,000.00) for the transaction, twelve million reais (R$12,000,000.00) of which in two installments, one maturing on the closing date and another within 30 days thereafter, and the remaining twelve million reais (R$12,000,000.00) will be paid in five (5) annual and successive installments maturing in the first five (5) years as of the closing date, adjusted by the IPCA inflation index.
The Transaction is subject to compliance with certain conditions precedent that are commonly required in these types of transactions and will be concluded as soon as such conditions are met. Since the Transaction was carried out through a subsidiary of Ser Educacional S.A., article 256 of the Brazilian Corporate Law shall not apply and, therefore, the Company's shareholders will not be entitled to exercise their right to withdraw.
Ser Educacional S.A. will keep the market informed of subsequent material facts related to the Transaction, and the Investor Relations team is available to answer any questions.
Rodrigo de Macedo Alves
Investor Relations Contact Media Relations
Investor Relations Officer
Rodrigo de Macedo Alves and Geraldo Soares de Oliveira Júnior
(+55 11) 2769 3223 | firstname.lastname@example.org | www.sereducacional.com/ri
Silvia Fragoso | (+55 81) 3413-4643 | email@example.com
Phone: +55 (11) 2769 3223
Website:www.sereducacional.com/ir 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. It offers undergraduate, graduate, vocational and distance learning courses in 26 states and the Federal District, with a consolidated base of approximately 183,600 students. The Company operates under the following brands: UNINASSAU - Centro Universitário Maurício de Nassau, UNINABUCO - Centro Universitário Joaquim Nabuco, Faculdades UNINABUCO, Escola Técnica Joaquim Nabuco, Escola Técnica Maurício de Nassau, UNIVERITAS/UNG, UNAMA - Universidade da Amazônia and Faculdade da Amazônia, UNIVERITAS - Centro Universitário Universus Veritas, Faculdades UNIVERITAS and UNINORTE - Centro Universitário do Norte, through which it offers 1,937 courses.
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 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.