Vitru Limited (Nasdaq: VTRU) (“
Vitru”) today
announced that on September 27, 2022 it entered into an investment
agreement with Crescera Growth Capital Master V Fundo de
Investimento em Participações Multiestratégia and Crescera Growth
Capital V Coinvestimento III Fundo de Investimento em Participações
Multiestratégia (collectively, “
Crescera”),
pursuant to which Crescera has agreed to subscribe for 3,636,363
new common shares to be issued by Vitru (which, upon issuance, will
amount to approximately 10.6% of Vitru’s outstanding common shares)
for a total consideration of R$300 million, equivalent to
approximately US$56 million based on current exchange rates as of
September 27, 2022. The exact amount Crescera will pay in in U.S.$
will be determined in the following days once the currency
conversion date is determined by Vitru.
“We are excited to welcome Crescera’s
investment, which will assist us in our mission to democratize
access to education in Brazil through a digital ecosystem,” said
Pedro Jorge Graça and William de Matos Silva, Co-CEOs of Vitru.
“Since the closing of the business combination with Unicesumar,
Vitru has been working on the pre-defined plan: to raise additional
equity (ideally from experienced, education savvy investors) aimed
at accelerating the deleveraging process. Crescera is a natural
partner for Vitru given its demonstrated expertise in the
educational sector in Brazil through its investments in business
such as Abril Educação, Afya, Alura and Ânima Educação.”
“Growing at an average rate of 25% per year
since 2015, Brazil has experienced rapid adoption of digital
courses in higher education,” said Felipe Argalji and Daniel
Borghi, Partners at Crescera. “Vitru is a market leading platform
and we are thrilled to partner with them through this high growth
and transformative period.”
The investment by Crescera is expected to close
in the fourth quarter of 2022, subject to customary closing
conditions (including the receipt of Brazilian antitrust approval,
approval of amended and restated memorandum and articles of
association of Vitru and execution of amended and restated
registration rights agreement). Vitru’s common shares acquired by
Crescera will be subject to a lock-up until November 20, 2023,
subject to customary exceptions. Contingent on maintaining its
shareholding in Vitru, Crescera will also be entitled to appoint
two directors to Vitru’s board of directors until Vitru’s 2024
shareholder meeting. Thereafter, Crescera will be entitled to
appoint (i) two directors to Vitru’s board as long as it maintains
a shareholding of more than 15%, or (ii) one director as long as it
maintains a shareholding of between 5% and 15%.
Vitru also announced today that it intends to
undertake a rights offering allowing Vitru’s existing shareholders
to subscribe for new common shares at a price-per-share equivalent
to the U.S.$ price to be paid by Crescera for the common shares it
is acquiring pursuant to its investment. The proposed rights
offering would be extended to existing shareholders
proportionately, giving each shareholder the right to subscribe for
1 new common share for each 6 common shares held on a record date
yet to be determined. The proposed rights offering is expected to
commence in October and expire in November 2022.
As part of its investment, Crescera has the
option to acquire additional common shares not subscribed for by
Vitru’s minority shareholders in the proposed rights offering, for
up to a maximum amount equivalent to R$100 million less the total
amount received by Vitru from subscriptions of new common shares by
minority shareholders pursuant to the rights offering. The total
amount expected to be raised in the proposed rights offering
(including Crescera’s potential additional investment) is between
R$100 million and R$125 million, equivalent to approximately US$19
million and US$23 million based on current exchange rates as of
September 27, 2022. Following the closing of the investment by
Crescera and the rights offering, Crescera’s equity stake in Vitru
is expected to range between 10.2% and 13.7% of Vitru’s outstanding
common shares, depending on whether Crescera exercises its option
and on the amount raised in the rights offering.
Vitru intends to use the proceeds from the
Crescera investment and the rights offering mostly for the
repayment of existing indebtedness.
The final terms of any potential offering of
common shares and rights, including the specific terms, remain
subject to change and will be determined at the time of such
offering. The proposed rights offering would be made pursuant to
Vitru’s effective shelf registration statement on Form F-3 filed
with the Securities and Exchange Commission on October 25, 2021 and
only by means of a prospectus supplement and accompanying
prospectus.
This press release is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities in any jurisdiction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Vitru will host a webcast and conference call to
provide additional information regarding the transaction on
September 28, 2022, at 9:00 a.m. Eastern time (10:00 a.m. Brasília
time).
Investors may listen to the conference call by
dialing in to +1(844) 204-8942 (U.S. Toll-Free), +1(412) 717-9627
(International), or +55(11) 4090-1621, +55(11) 3181-8565 (Brazil),
password: Vitru.
A live and archived webcast of the call will be
available on the Events section of Vitru’s Investor Relations
website at https://investors.vitru.com.br.
About Vitru
Vitru is the leading pure distance learning
education group in the postsecondary distance learning market in
Brazil. Through its invested companies, Vitru provides a complete
pedagogical ecosystem focused on hybrid distance
learning experience for undergraduates and continuing
education students.
Forward Looking Statements
This press release includes “forward-looking
statements” within the meaning of the U.S. federal securities laws.
Statements contained herein that are not clearly historical in
nature are forward-looking, and the words “anticipate,” “believe,”
“continues,” “expect,” “estimate,” “intend,” “project” and similar
expressions and future or conditional verbs such as “will,”
“would,” “should,” “could,” “might,” “can,” “may,” or similar
expressions are generally intended to identify forward-looking
statements. These forward-looking statements speak only as of the
date hereof and are based on Vitru’s current plans, estimates of
future events, expectations and trends that affect or may affect
our business, financial condition, results of operations, cash
flow, liquidity, prospects and the trading price of Vitru’s common
shares, and are subject to several known and unknown uncertainties
and risks, many of which are beyond Vitru’s control. As a
consequence, current plans, anticipated actions and future
financial position and results of operations may differ
significantly from those expressed in any forward-looking
statements in this press release. You are cautioned not to unduly
rely on such forward-looking statements when evaluating the
information presented. Vitru does not undertake any obligation to
update publicly or to revise any forward-looking statements after
we distribute this press release because of new information, future
events, or other factors.
Contact:
Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer
Maria Carolina F. Gonçalves
e-mail: ir@vitru.com.br
website: https://investors.vitru.com.br/
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