Ser Educacional S A : Material Fact - Third Party Offer

Material Fact - Third Party Offer

Recife, October 14, 2020, Ser Educacional S.A. ('SER') (B3 SEER3), pursuant to the terms of Law No. 6,404/1976 ('Corporations Law'), of CVM Ruling No. 358/2002 ('CVM Ruling 358') and in addition to the material fact disclosed on September 13, 2020, hereby informs its shareholders and the market in general that, in the context of the combination of SER business and the business of Laureate Education, Inc. ('Laureate') in Brazil ('Transaction'), it has received from Laureate a copy of certain terms and conditions of a third party offer aiming to acquire Laureate's assets in Brazil. .

SER's management is analyzing such offer and the supplementary documentation sent to verify whether it complies with the terms and conditions set forth within the Transaction documents and whether such third party offer is in fact a more favorable proposal pursuant to the Transaction Agreement.

Nevertheless, as previously disclosed, if confirmed the existence of a more favorable proposal pursuant to the Transaction Agreement, SER will have the right, in its sole discretion, to match such potential more favorable offer or, if not so intended, demand Laureate to pay a termination fee amounting to one hundred and eighty million Brazilian Reais (R$ 180,000,000.00), in which case Laureate may close such transaction with a third party.

Without prejudice to the more detailed analysis described above and still subject to the confirmation that such third party offer is or not a more favorable offer pursuant to the Transaction Agreement, in an initial analysis SER understands that, if applicable, it would have full conditions to exercise its right to match said offer.

CENESUP SER will keep the market informed on subsequent material facts about the Transaction and the Investor Relations area will be available to answer any eventual questions.

October 14, 2020

Rodrigo de Macedo Alves
Investor Relations Officer

Investor Relations Contact Media Relations
Rodrigo de Macedo Alves and Geraldo Soares de Oliveira Júnior
([phone] | [e-mail] | www.sereducacional.com/ri
Media Relations
Silvia Fragoso | ([phone] | [e-mail]
Phone: [phone]
E-mail:[e-mail]
Website:www.sereducacional.com/irABOUT 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.