Estacio's Controlling Shareholders Agree to Sell 20% of the Company's Capital Stock to GP Investments
RIO DE JANEIRO, Brazil, May 11 /PRNewswire-FirstCall/ -- Estacio Participacoes S.A. ("Estacio" - Bovespa: ESTC11) released today in Brazil a Statement of Material Fact with the following terms:
1. On May 10, 2008, Estacio's controlling shareholders executed certain
agreements with Moena Participacoes S.A. ("Moena"), a Brazilian publicly
held company, indirectly controlled by the GP Investments Ltd.'s private
equity fund GP Capital Partners IV, LP ("GP"), through which they agreed
to sell to Moena approximately 47.1 million common shares, representing
20% of Estacio's share capital, for the total base-price of R$259.3
million, and a negotiated price per share of R$5.50, equivalent to R$16.50
per unit.
2. The transaction grants to Moena a joint control position together with
Estacio's controlling shareholders for a certain period, pursuant to terms
of a shareholders agreement, in which the parties will have: (i) the right
to elect the same number of board members; (ii) the right to participate
in the selection and hiring of the main executives and their compensation;
and (iii) the right to approve the annual budget and acquisitions that may
be carried out by Estacio.
3. The payment for Estacio's shares acquisition price will be made in
cash, in compensation for the effective transfer of these shares in
Estacio's books and records. The transaction does not entitle a public
offer for the acquisition of Estacio's common shares.
4. The agreement aims to establish a strategic alliance between Estacio's
controlling shareholders and GP to increase Estacio's value through a
strategic management of the business, focusing on the highly attractive
Brazilian post-secondary education sector, which has witnessed double
digit growth rates in recent years, anchored on a sizable market with low
penetration rates and favorable macro economic conditions.
5. Estacio is currently listed in the Nivel 2 of Bovespa's Corporate
Governance Rules. As part of the transaction, the Company plans to convert
its preferred shares into common shares and migrate to the highest level
of Corporate Governance - Novo Mercado.
About Estacio Participacoes
Estacio Participacoes S.A. (BOVESPA: ESTC11), the largest private post-secondary education institution in Brazil in terms of number of enrolled students, has approximately 198,000 undergraduate students enrolled in its programs (03/31/2008).
First Call Analyst:
FCMN Contact:
Source: Estacio Participacoes S.A.
CONTACT: Investor Relations, Carlos Lacerda, +55 (21) 2433 9789,
Fernando Santino, +55 (21) 2433 9790/9791, ri@estacioparticipacoes.com
Web site: http://www.estacioparticipacoes.com/ir
2008-05-11 21:38:38 0358184 PRNEWSWIRE