ANHANGUERA EDUCACIONAL PARTICIPACOES SA
Anhanguera Educacional Participações S.A. - BM&FBovespa: AEDU3 "Anhanguera" and Kroton Educacional S.A. - BM&FBovespa: KROT3 "Kroton," and, jointly with Anhanguera, the "Companies," complementing the Material Fact notices dated April 22, 2013, June 18,
2013, November 14, 2013, December 4, 2013, February 28, 2014, March 12, 2014, April
10, 2014, May 7, 2014, May 14, 2014 and June 6, 2014, hereby announce to their shareholders and the market the following:
On this date, the merger of Anhanguera stock into Kroton ("Stock Merger") was approved by the Extraordinary Shareholders' Meetings of the Companies, thereby consummating the Stock Merger, with Anhanguera becoming a wholly-owned subsidiary of Kroton.
As previously informed, the Stock Merger will enable the combination of the assets, talents and skills of the Companies and the capture of synergies that are expected to further enhance the quality of the educational services offered by Kroton and Anhanguera and in turn generate significant benefits for the Companies, their shareholders, students and employees, and civil society.
As a result of the Stock Merger, a total of 135,362,103 new registered, book-entry common shares without par value were issued by Kroton ("New Shares"), which will be attributed to the shareholders of Anhanguera.
The New Shares shall entitle their holders to the same rights and benefits attributed to the shares issued by Kroton currently outstanding, and the shareholders of Anhanguera shall participate fully in all benefits, including any dividends and interest on equity that may be declared by Kroton after the Stock Merger, except for the dividends, in the amount of
R$483,000,000.00, that were declared by Kroton on this date, prior to the Stock Merger, by decision of the Board of Directors of Kroton, to which only the shareholders of Kroton prior to the Stock Merger will be entitled.
As previously informed to the market, only shareholders of Anhanguera on June 9, 2014 will be entitled to dividends in the total amount of R$52,206,500.91 declared by the Board of Directors of Anhanguera in meeting held on June 6, 2014, which will be paid on July 15,
2014.
Fractions of the shares issued by Kroton resulting from the exchange of holdings of each shareholder of Anhanguera that does not join other shareholders of Anhanguera to form whole numbers of shares, within 30 days from the date of the conclusion of the Stock Merger, shall be gathered together and sold on the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange by Kroton, and the respective amount, without any inflation adjustment and net of whatever related costs, shall be paid by Kroton in local currency, to the holders of the respective fractions in proportion to their stake in the shares sold, within 30 business days from the receipt of the sale proceeds.
July 3, 2014
Investor Relations Officer
Anhanguera Educacional Participações S.A.
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