Kroton Educacional : Material Fact - Combination of the Businesses
July 01, 2016 at 08:30 am EDT
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MATERIAL FACT
KROTON EDUCACIONAL S.A. (BM&FBovespa: KROT3; OTCQX: KROTY) ( 'Kroton'), in compliance with Instruction n.º 358/02 issued by the Brazilian Securities and Exchange Commission ('CVM'), and, further, to the Material Facts dated June 02, 2016 and June 21, 2016, it has received, on this date, the acceptance, by the Board of Directors of Estácio Participações S/A ('Estácio') of the financial conditions for the combination of the businesses of Kroton and Estácio, pursuant to the Material Fact disclosed by Estácio on this date.
A proposed corporate reorganization of Kroton and Estácio which will result (a) in the ownership, by Kroton, of all the shares issued by Estácio; and (b) in the receipt, for every common share issued by Estácio of 1.281 common share issued by Kroton (considering 307,680,459 shares issued by Estácio and 1,617,548,842 shares issued by Kroton, excluding, in both cases any shares held in treasury); and (c) the distribution of an extraordinary dividend to Estácio's shareholders in the amount of R$170,000,000.00, which corresponds to R$ 0,55 per share in Estácio.
Closing of the transaction will be subject to (a) negotiation, approval and execution of a merger agreement by the Companies' management; (b) preparation of any and all documents required by applicable law or regulations to allow for the transaction to be submitted to the Companies' shareholders; (c) resolution and approval of the merger agreement and other transaction documents by the respective shareholders, as applicable; and (d) approval of the transaction by regulatory authorities.
Pursuant to applicable law, the Company will keep the market duly informed about the conclusion of the remaining conditions of the transaction.
Belo Horizonte, July 1, 2016.
Carlos Alberto Bolina Lazar
Investor Relations Officer
Kroton Educacional S.A.
For more information, please contact our investor relations department:
Carlos Lazar - Director
Carolina Igi - Coordinator
Pedro Gomes - Coordinator
Kroton Educacional SA published this content on 01 July 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 July 2016 12:30:01 UTC.
Original documenthttp://ri.kroton.com.br/kroton2010/web/conteudo_en.asp?idioma=1&tipo=32840&conta=44&id=227675
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Cogna Educacao SA, formerly Kroton Educacional SA, is a Brazil-based company active in the private education sector. The Company focuses on developing primary and secondary schools, post-secondary and undergraduate programs, as well as vocational courses. The Company's activities are divided into three business segments: In-class higher education, which offers port-secondary programs on campus; Distance learning higher education (EAD), which provides port-secondary programs via online platform, and Basic education, which includes own and managed primary schools, collection and development of teaching materials, school management advisory, as well as educational support tools, among others. The Company operates a number of brand names, such as Anhanguera, Fama, Pitagoras, Unic, Unime and Unopar. In addition, it is involved in the wholesale, retail, distribution, import and export of textbooks, course books, magazines and other publications related to education.
COGNA EDUCAÇÃO 
