Vitru Limited (Nasdaq: VTRU) (“
Vitru”) today
announced that on September 4, 2023, its board of directors has
approved a corporate restructuring proposal, subject to the
approval of its shareholders. If approved, the proposal would merge
Vitru into its wholly-owned subsidiary, Vitru Brasil
Empreendimentos, Participações e Comércio S.A., a Brazilian
corporation (sociedade anônima) (“
Vitru Brazil”),
pursuant to which Vitru Brazil would be the surviving entity and
would become the new holding company for the Vitru group.
Pursuant to the merger, all the outstanding
common shares of Vitru would be exchanged for common shares of
Vitru Brazil, and as a result, the share ownership of Vitru Brazil
would be the same as the share ownership of Vitru immediately prior
to the completion of the transaction. Vitru Brazil intends to list
its common shares under the Novo Mercado segment of B3 S.A. –
Brasil, Bolsa, Balcão (the “B3”). If the merger is
completed, the Vitru shares are expected to be delisted from the
Nasdaq Global Select Market (“Nasdaq”) and
deregistered under the U.S. Securities Exchange Act of 1934.
It is expected that Vitru Brazil will set up a
temporary American depositary shares (“ADS”)
program to facilitate the delivery of common shares of Vitru Brazil
to holders of common shares of Vitru Cayman. However, Vitru Brazil
does not intend to list such ADSs on any stock exchange and intends
to terminate such ADS program as soon as practicable after
completion of the merger.
“While Vitru has benefited from its listing on
the Nasdaq Global Select Market since our IPO in 2020, we believe
that having our shares listed on the B3 in Brazil will open
opportunities for us to attract a greater number of Brazilian
individual investors and investment funds who, legally or in
practice, are prevented from trading our shares. Ultimately, these
factors may result in increased stock liquidity,” commented Pedro
Jorge Graça and William de Matos Silva, Co-CEOs of Vitru and
Executive Officers of Vitru Brazil.
The following graphics show the expected
structure of the company prior to and upon completion of the
proposed transaction.
Vitru Group simplified structure prior to the
Proposed Transaction
Vitru Group simplified structure after the
Proposed Transaction
The proposed transaction, if approved, is
expected to close in the fourth quarter of 2023 or the first
quarter of 2024, subject to the satisfaction of certain conditions,
including (a) shareholder approval by the requisite majority of
two-thirds of the votes casted by Vitru shareholders, the approval
of the proposed transaction by the relevant corporate bodies of
Vitru Brazil and by the holders of Vitru Brazil debentures; (b) the
effectiveness of a registration statement on Form F-4 in respect of
the common shares of Vitru Brazil; (c) the conversion of Vitru
Brazil’s registration granted by the Brazilian Securities
Commission (Comissão de Valores Mobiliários, or
“CVM”) from category “B” to “A”; (d) the listing
of Vitru Brazil’s shares on the Novo Mercado; and (e) the parties
having performed their obligations under the merger documents.
Following approval at a general shareholders'
meeting of Vitru Brazil held on September 5, 2023, Vitru Brazil has
filed, on this date, an application for conversion of Vitru
Brazil’s registration from category "B" to category "A" pursuant to
CVM Resolution No. 80, of March 29, 2022, as amended, as well an
application for the listing of Vitru Brazil’s shares on the Novo
Mercado segment of the B3.
The final terms of the proposed transaction,
including any potential issuance of common shares and/or American
depositary shares, including the specific terms, remain subject to
change and will be determined at the time of such transaction. This
communication is being made in respect of the proposed corporate
restructuring of Vitru and Vitru Brazil. In connection with the
proposed transaction, Vitru Brazil will file with the U.S.
Securities and Exchange Commission (the “SEC”) a
registration statement on Form F-4 that will include a prospectus
of Vitru Brazil for its shares to be issued pursuant to the
proposed transaction. Vitru Brazil also plans to file other
documents with the SEC and the CVM regarding the proposed
transaction. This communication is not a substitute for any
registration statement, prospectus or other documents that Vitru
Brazil may file with the SEC in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO READ THE FORM F-4 REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Form F-4
as well as other filings containing information about Vitru Brazil
and the proposed transaction will be available without charge at
the SEC’s Internet site (www.sec.gov).
This communication 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.
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 communication 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 and Vitru Brazil’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
and Vitru Brazil’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 communication. You are cautioned
not to unduly rely on such forward-looking statements when
evaluating the information presented. Neither Vitru nor Vitru
Brazil undertakes any obligation to update publicly or to revise
any forward-looking statements after we distribute this
communication because of new information, future events, or other
factors.
Photos accompanying this announcement are available
at:https://www.globenewswire.com/NewsRoom/AttachmentNg/8d29a468-81ec-4ece-af49-756e03dc8022https://www.globenewswire.com/NewsRoom/AttachmentNg/cb088779-0d08-4725-9094-058fe33465c9
Contact:
Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer
e-mail: ir@vitru.com.br
website: https://investors.vitru.com.br/
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