Arco Announces Shareholders’ Approval of Merger Agreement to Go Private
December 04 2023 - 5:57PM
Business Wire
Arco Platform Limited (Nasdaq: ARCE) (“Arco” or the “Company”),
a leading operating system for K-12 schools announced today that at
an extraordinary general meeting of shareholders held today, Arco’s
shareholders voted in favor of, among other things, the proposal to
authorize and approve the previously announced agreement and plan
of merger (the “Merger Agreement”), dated as of August 10, 2023,
among the Company, Achieve Holdings (“Achieve”) and Achieve Merger
Sub, a wholly owned subsidiary of Achieve (“Merger Sub”). The plan
of merger is required to be filed with the Registrar of Companies
of the Cayman Islands (the “Plan of Merger”) upon completion of the
Merger (as defined below). Pursuant to the Merger Agreement and the
Plan of Merger, at the effective time of the Merger, Merger Sub
will merge with and into the Company and cease to exist, with Arco
being the surviving company and becoming a wholly-owned subsidiary
of Achieve (the “Merger”).
Approximately 81.5% of Arco’s total outstanding Class A common
shares and Class B common shares, par value US$0.00005 per share
(each, a “Class A Share” and “Class B Share,” respectively),
attended the extraordinary general meeting in person or by proxy.
Each shareholder has one vote for each Class A Share and/or 10
votes for each Class B Share. The Merger Agreement, the Plan of
Merger, and the transactions contemplated thereby, including the
Merger, were approved by over 97.8% of the total votes cast at the
extraordinary general meeting.
Completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement and the
Merger is expected to close within the fourth quarter of 2023. If
and when completed, the Merger will result in Arco becoming a
privately held company, and Arco’s common shares (other than the
Excluded Shares and the Dissenting Shares (each as defined in the
Merger Agreement)) will be exchanged for a purchase price of
US$14.00 per share in cash and Arco's Class A Shares will no longer
be listed or traded on any stock exchange, including the Nasdaq
Global Select Market.
About Arco Platform Limited (Nasdaq: ARCE)
Arco has empowered millions of students to rewrite their futures
through education. Our data-driven learning methodology,
proprietary adaptable curriculum, interactive hybrid content, and
high-quality pedagogical services allow students to personalize
their learning experience while enabling schools to thrive.
Forward-Looking Statements
This announcement contains forward-looking statements,
including, but not limited to, the anticipated timing of closing
the transaction and statements regarding the funding and
consummation of the transactions. These forward-looking statements
can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “confident” and similar statements. Statements that
are not historical or current facts, including statements about
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve factors, risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in these forward-looking statements. Such
factors, risks and uncertainties include the possibility that the
Merger will not occur on the timeline anticipated, or at all, if
events arise that result in the termination of the Merger
Agreement, or if one or more of the various closing conditions to
the Merger are not satisfied or waived and other risks and
uncertainties discussed in documents filed with the SEC by the
Company as well as the Schedule 13E-3 and the proxy statement filed
by the Company. All information provided in this press release is
as of the date of the press release, and the Company undertakes no
duty to update such information, except as required under
applicable law.
Further information on these and other factors is included in
filings the Company makes with the SEC from time to time, including
the section titled “Risk Factors” in the Company’s most recent Form
20-F, as well as the Form 6-K and Schedule 13E-3 (which includes
the proxy statement) filed by the Company. These documents are
available (or will be available when filed) on the SEC Filings
section of the Investor Relations section of the Company’s website
at: https://investor.arcoplatform.com/.
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Investor Relations Contact Arco Platform Limited
IR@arcoeducacao.com.br https://investor.arcoplatform.com/
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