SOMOS EDUCACAO SA This public offer notice is not addressed and will not be addressed, directly or indirectly, to any country other than Brazil and, more specifically, to the United States of America. The United States Postal Service or any other means or instrument of the US for interstate or international commerce, or any securities trading mechanism of the US, will not be used. This restriction includes, but is not limited to, fax, e-mail, telex, telephone, and Internet transmissions. Therefore, copies of this Notice and any documents related to this offer should not, and will not, be transmitted or distributed by mail or any other form of transmission to the United States of America or any other country other than Brazil. This offer is exclusively made to the shareholders of Somos Educação S.A. qualified to participate in the auction at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros. This offer has not been, and will not be, registered pursuant to the US Securities Act of 1933, as amended. Holders of common shares issued by Somos Educação S.A. residing outside Brazil may participate in the offer that is the subject matter of this notice, provided that such shareholders comply with all laws and regulations that they may be subject to. The offer is not addressed to persons residing in any jurisdiction where making or participating in such offer is prohibited by law.
NOTICE OF PUBLIC OFFER FOR ACQUISITION OF COMMON SHARES ISSUED BY
SOMOS EDUCAÇÃO S.A.
Publicly-held Company
Taxpayer Identification Number (CNPJ/MF) 02.541.982/0001-54 Business Register Identification Number (NIRE) 35.300.175.832 CVM Code 02255-1
ISIN Code BRSEDUACNOR1 ON BEHALF OF
Thunnus Participações S.A. Privately-held Company
Taxpayer Identification Number (CNPJ/MF) 20.023.328/0001-30
INTERMEDIATED BY
CREDIT SUISSE (BRASIL) S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS
Credit Suisse (Brasil) S.A. Corretora de Títulos e Valores Mobiliários, a securities brokerage company, headquartered in the City of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Jr, No. 700 - 10th floor (part) and 12th to 14th floors (part), enrolled with the Taxpayer Identification Number (CNPJ/MF) under No. 42.584.318/0001-07, as intermediary institution ('Intermediary Institution'), on behalf of Thunnus Participações S.A., a private company headquartered at Rua Iguatemi, 151, 23th floor, in the City of São Paulo, State of São Paulo, enrolled with the Taxpayer Identification Number (CNPJ/MF) under No. 20.023.328/0001-30 ('Offeror'), hereby submits to the shareholders of common shares ('Shares') issued by Somos Educação S.A., a public company, headquartered in the City of São Paulo, State of São Paulo, at Av. das Nações Unidas, 7.221, 1th floor, Sector D, Pinheiros, Zip Code 05425-902, enrolled with the Taxpayer Identification Number (CNPJ/MF) under No. 02.541.982/0001-54, registered with CVM under class 'A' under number 02255-1
('Company'), a Public Offer for Acquisition ('OPA' or 'Offer') of up to all the Object Shares (as defined in item 1.4. below), pursuant to article 254-A of Law No. 6.404, of December 15, 1976 ('Brazilian Corporations Law'), to Novo Mercado Listing Regulation ('Novo Mercado Listing Regulation') of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ('BM&FBOVESPA'), to the Company's Bylaws, and subject to Brazilian Securities Commission ('CVM') Instruction No. 361, of March 5, 2002 ('CVM Instruction 361/02'), pursuant to the following terms and conditions:
THE OFFER
Legal Grounds. The OPA is being launched by reason of the transfer of Company's control to Offeror, pursuant to article 254-A of the Brazilian Corporations Law, CVM Instruction 361/02, item 8.1 of Novo Mercado Listing Regulation, and articles 38 and 39 of the Company's Bylaws. The transfer of the Company's control has been the subject matter of the material facts (fato relevante) disclosed to the market on June 4, 2014, and February 9, 2015, and public announcement to the market (comunicação ao mercado) on April 2, 2015. The information included in said material facts and public announcement are presented in Section 3 of this Public Offer Notice ('Notice').
Registration and Authorization of the Offer and Authorization of the Auction: The registration of the Offer which is the object of this Notice, pursuant to the terms herein, was authorized and registered by CVM on November 19, 2015, in accordance with paragraph 1, of article 2, of CVM Instruction 361/02.
Term. This OPA will be effective for a period of 32 days counted as of the date this Notice is published, from November 20, 2015 to December 22, 2015, date on which the OPA auction ('Auction') will be held at BM&FBOVESPA.
OPA's Object Shares. The Intermediary Institution is willing to acquire, on Offeror's behalf, up to all of the common shares issued by Company, other than the shares held by the Offeror and the Company's treasury shares ('Object Shares'), corresponding, on the date of this Notice, to 111,435,400 common shares, representing 42.66% of Company's
capital stock. Offeror's related parties (as defined in article 3, VI, of CVM Instruction 361/02), i.e., certain funds and investment portfolios under Tarpon Gestora de Recursos S.A.'s discretionary management, informed to the Intermediary Institution, through the manager thereof, that they will not sell in the OPA the 8,496,200 outstanding shares issued by Company held by such persons. If all the Object Shares are transferred within the scope of the OPA, the respective total value would correspond to R$ 1,554,523,830.00, considering for purposes of such calculation a projection of the SELIC Rate variation for the 40 business days after October 30, 2015.
No Restriction to the Exercise of Right to Title over Shares. Upon the sale of Shares pursuant to this OPA, and as a condition to participate in the Offer, the shareholders represent that the Shares are free and clear from any liens, guarantee rights, right of first refusal, priorities, usufruct, or other types of encumbrances preventing the Offeror from promptly exercising a free and full ownership granted by the title to the Shares, without any restriction, in addition to meeting the requirements for trading the shares under BM&FBOVESPA's BOVESPA Segment Transaction Regulations. The transfer of Object Shares implies the sale and assignment of all rights resulting from such shares, without any limitation.
Dividends and Interest on Net Equity. Should the Company declare dividends or interest on net equity, the shareholders registered as holders of the Company's Shares on the date informed in the corporate act which declares such dividends or interest on net equity shall be entitled to the payment of dividends or interest on net equity, it being understood that the corresponding amount shall be offset against the OPA price, which shall be adjusted, pursuant to item 1.7 below.
Purchase Price. Pursuant to article 38 of Company's Bylaws and item 8.1 of Novo Mercado Listing Regulation, Offeror shall carry out this OPA for the acquisition of all the Object Shares. The price per share offered in the OPA shall correspond to the weighed average of the amounts paid per share in relation to the corresponding quantities of Object Shares of the Minority Interest, Controlling Interest, and Supplementary Interest, adjusted by the SELIC Rate (Reference Rate of the Special System of Settlement and Custody) variation, from each acquisition date to the date of the financial settlement of the Auction, net of the amount corresponding to the sum of any dividends, interest on net equity and other earnings per share declared by Company from the Closing Date to the financial settlement date of the Auction, if the Shares are acquired in the Auction 'ex-rights' (without the right to such earnings). For illustration purposes, the price per share offered in the OPA, updated as of November 19, 2015, corresponds to R$ 13.76. As detailed below, the Offeror acquired (i) a Minority Interest on August 7, 2014, comprising 52,022,731 shares, for the price of R$ 12.3333333333333 per share; (ii) the Controlling Interest on April 2, 2015, comprising 33,594,740 shares, for the price of R$ 12.3333333333333 per share; and (iii) a Supplementary Interest on May 4, 2015, comprising 20,557,367 shares, for the price of R$ 12.3333333333333 per share.
Reverse Splitting or Splitting Adjustments. In the event of a change in the Company's corporate capital before the date of the Auction (as defined below), by
reason of a reverse split or a split of shares, the Purchase Price shall be adjusted to reflect the change in the number of resulting Shares and shall be widely disclosed by means of material fact notice.
Rounding. In the event the Purchase Price, after any adjustments provided for in this Notice, results a fractional amount with more than 2 decimal places, the decimal places from the third (including) onwards shall be disregarded, without any rounding.
Payment of Purchase Price. The Purchase Price shall be promptly paid to shareholders that accept the OPA, in Brazilian currency, in accordance with the procedures of the BOVESPA Segment Clearing and Settlement Department of BM&FBOVESPA.
Selic Rate Discontinuance. If the Selic Rate is discontinued or not disclosed for more than 30 days, the index that replaces it shall apply. In the event of absence of that index, the average SELIC Rate for the last 12 months, as previously disclosed, shall apply.
Notice to BM&FBOVESPA. The Offeror shall notify BM&FBOVESPA Operations Officer by written notice, at least 3 business days before the Auction Date, of the final Purchase Price for the Auction, duly updated, with two decimal places in accordance with item 1.7.2 above in this Notice. Due to the communication provided for in this item, the adjustment for the final six (6) days should be made using an index corresponding to D-6.
Consequence of Acceptance of the OPA. Upon acceptance of this OPA, each shareholder of Company agrees to effectively sell and transfer its respective title to the Shares in accordance with the terms and conditions provided for in this Notice, including all rights inherent thereto, including due to the ownership of the Shares, free and clear from any liens or encumbrances, either judicial or extrajudicial, including rights of first refusal, or priority of acquisition of the Shares by third parties in consideration of the Purchase Price, in full compliance with the rules for trading shares in Bovespa Segment Operations Regulation and the Regulation of Operations of the Clearance, Settlement, and Risk Management Department of Bovespa Segment and the Depositary Central of BM&FBOVESPA.
Minimum Percentage of Outstanding Shares. After the consummation of the Offer, the Company will continue to be listed in the Novo Mercado segment of BM&FBOVESPA. By virtue of the Offer, the percentage of Company's outstanding shares may become less than the minimum percentage required by Novo Mercado Regulation. Therefore, after the OPA, if necessary, the Offeror shall undertake the applicable measures to restore the minimum percentage of outstanding shares required by the Novo Mercado regulation, pursuant to the form and conditions set forth in Novo Mercado Regulations, including item 8.5 thereof.
AUCTION
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