UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
VITRU LIMITED
(Name of the Issuer)
VITRU BRASIL EMPREENDIMENTOS, PARTICIPAÇÕES
E COMÉRCIO S.A.
VITRU LIMITED
(Names of Person(s) Filing Statement)
Common Shares, par value U.S.$0.00005
(Title of Class of Securities)
KYG9440D1034
(ISIN of Class of Securities)
G9440D103
(CUSIP Number of Class of Securities)
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Vitru Brasil Empreendimentos, Participações
e Comércio S.A.
Rodovia José Carlos Daux, 5500,
Torre Jurerê A, 2nd floor, Saco Grande,
Florianópolis, State of Santa
Catarina,
Brazil
88032-005
+55 (47) 3281-9500
Attention: Carlos Henrique
Boquimpani de Freitas
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Vitru Limited
Rodovia José Carlos Daux, 5500,
Torre Jurerê A, 2nd floor, Saco Grande,
Florianópolis, State of Santa
Catarina,
Brazil
88032-005
+55 (47) 3281-9500
Attention: Carlos Henrique Boquimpani
de Freitas
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(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
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Copies to: |
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Manuel
Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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This statement is filed in connection with (check the appropriate box):
☐
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
☒
The filing of a registration statement under the Securities Act of 1933.
☐
A tender offer.
☐
None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting
the results of the transaction: ☐
Filing Fee Exhibit filed herewith.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this
transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this
Schedule 13E-3. Any representation to the contrary is a criminal offense.
INTRODUCTION
This Amendment No. 1 to the Transaction Statement
on Schedule 13E-3 (“Amendment No. 1”) is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) to amend and supplement the Transaction Statement on Schedule 13E-3 originally
filed on September 13, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule 13E-3” or the
“Statement”), by Vitru Brasil Empreendimentos, Participações e Comércio S.A., a corporation (sociedade
anônima) incorporated under the laws of Brazil (“Vitru Brazil”) and Vitru Limited, an exempted company incorporated
in the Cayman Islands (“Vitru Cayman”). The Statement is being filed with respect to the common
shares, par value U.S.$0.0005 (the “Vitru Cayman Shares”) of Vitru Cayman, which are traded
on the Nasdaq Global Select Market.
This Statement relates to a merger proposal described in the prospectus forming part of the Registration Statement on Form F-4 filed with
the U.S. Securities and Exchange Commission (the “SEC”) by Vitru Brazil (File No. 333-274353), originally filed on September
6, 2023, together with Amendment No.1 filed on November 15, 2023 (as amended or supplemented from time to time, the “Prospectus”),
pursuant to which, if implemented, Vitru Cayman will be merged with and into Vitru Brazil (the “Merger”) and all of its shareholders
will receive Vitru Brazil Shares in exchange for the Vitru Cayman Shares that they hold, provided however, that each holder of Vitru Cayman
Shares will receive, in lieu of Vitru Brazil Shares, Vitru Brazil Shares represented by American Depositary Shares (“Vitru Brazil
ADSs”) to the extent that they do not make a valid Election to receive Vitru Cayman Shares.
Pursuant to General Instruction F to Schedule
13E-3, the information contained in the Prospectus is incorporated by reference herein and, except as described below, the responses to
each item in this Statement are qualified in their entirety by the information contained in the Prospectus. As of the date hereof, the
Prospectus is in preliminary form and is subject to completion or amendment. The information contained in the annual report of Vitru Cayman
on Form 20-F for the fiscal year ended December 31, 2022 filed on April 28, 2023, or the “Vitru Cayman 2022 Form 20-F,” is
also incorporated by reference herein.
The cross-references identified herein are being
supplied pursuant to General Instruction G to Schedule 13E-3 and indicate the location in the Prospectus or other document of the information
required to be included in response to the respective items of this Statement.
Any information contained in the documents incorporated
herein by reference shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained
herein modifies or supersedes such information. All information contained in, or incorporated by reference into, this Statement concerning
each Filing Person has been supplied by such Filing Person. The information concerning Vitru Brazil or Vitru Cayman, as applicable, contained
in, or incorporated by reference into, this Statement has been furnished by Vitru Brazil or Vitru Cayman, as applicable, or has been taken
from, or based upon, publicly available documents and records on file with the SEC and other public sources.
All capitalized
terms used in this Statement without definition have the meanings ascribed to them in the Prospectus.
| ITEM 1. | SUMMARY TERM SHEET. |
The information set forth in the Prospectus under
the headings “Summary” and “Questions and Answers About The Merger and the Vitru Cayman Special Meeting” is incorporated
herein by reference.
| ITEM 2. | SUBJECT COMPANY INFORMATION. |
(a) Name
and Address
The name of the subject company to which this
Statement relates is Vitru Limited, an exempted company incorporated in the Cayman Islands. The principal executive office of Vitru Cayman
is located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, in the State
of Santa Catarina, 88032-005, Brazil. The telephone number of Vitru Cayman’s principal executive offices is +55 (47) 3281-9500.
(b) Securities
The class of equity securities
to which this Statement relates is the Vitru Cayman Shares, which are traded on the Nasdaq Global Select Market under the ticker symbol
“VTRU.”
The information set forth in the Prospectus under
the heading “Major Shareholders and Related Party Transactions―Vitru Cayman” is incorporated herein by reference.
(c) Trading
Market and Price
The information set forth in the Prospectus under
the heading “Price Range of Securities” is incorporated herein by reference.
(d) Dividends
The information set forth in the Vitru Cayman
20-F under the heading “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividends
and Dividend Policy” and in the Prospectus under the headings “Selected Unaudited Per Share Data,” “Comparative
Historical Per Share Data” and “The Merger—Dividend Information” is incorporated herein by reference.
(e) Prior
Public Offerings
The information set forth in the Vitru Cayman
20-F under the headings “Item 4. Information on the Company—A. History and Development
of the Company—Our History” and “Item 14. Material Modifications To The Rights of Security Holders and Use of
Proceeds—E. Use of Proceeds” is incorporated herein by reference.
(f) Prior
Share Purchases
The information set forth in the Prospectus under
the heading “Major Shareholders and Related Party Transactions―Securities Transactions” is incorporated herein by reference.
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSONS. |
(a) Name
and Address
The name of the first filing person to which this
Statement relates is Vitru Brasil Empreendimentos, Participações e Comércio S.A., a corporation (sociedade anônima)
incorporated under the laws of Brazil. The principal executive offices of Vitru Brazil are located at Rodovia José Carlos Daux,
5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, in the State of Santa Catarina, 88032-005, Brazil. The telephone
number of Vitru Brazil’s principal executive offices is +55 (47) 3281-9500. The filing person, Vitru Brazil, is a wholly-owned subsidiary
of the subject company, Vitru Cayman.
The second filing person is Vitru Cayman, the
subject company. See “Item 2. Subject Company Information—(a) Name and Address” in this Statement for the name, address
and telephone number of Vitru Cayman.
(b)-(c) Business and Background of Entities;
Business and Background of Natural Persons
The information set forth in the Prospectus under
the headings “Information About the Companies,” “Information About Vitru Brazil,” “Information About Vitru
Cayman,” “Management and Compensation of Vitru Brazil—Overview of Vitru Brazil’s Management—Board of Directors,”
“Management and Compensation of Vitru Brazil—Overview of Vitru Brazil’s Management—Executive Officers” and
“Management and Compensation of Vitru Cayman” is incorporated herein by reference.
| ITEM 4. | TERMS OF THE TRANSACTION. |
(a) Material
Terms
(1) Tender
Offers.
Not applicable.
(2) Mergers
or similar transactions.
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger,” “The
Merger—Overview,” “The Merger—Merger Consideration,” “The Merger—Elections as to Form of Consideration,”
“The Merger—Recommendation of the Vitru Cayman Board of Directors; Vitru Cayman’s Reasons for the Merger,” “The
Merger—Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Brazil’s Reasons for the Merger,”
“The Merger—Benefits and Detriments of the Proposed Transaction to Unaffiliated Shareholders,” “The Merger—Accounting
Treatment of the Merger,” “The Merger—Certain Information on the Ownership and Management of Vitru Brazil and Vitru
Cayman Following the Merger—Ownership of Vitru Cayman and Vitru Brazil Following the Merger,” “The Vitru Cayman Special
Meeting—Required Vote,” “Description of Vitru Brazil Shares and Vitru Brazil By-Laws—Principal Differences between
Brazilian and U.S. Corporate Governance Practices,” “Comparison of The Rights of Holders of Vitru Brazil Shares and Vitru
Cayman Shares,” “Description of Vitru Brazil ADSs and Vitru Brazil Deposit Agreement” and “Material Tax Considerations—Material
U.S. Federal Income Tax Considerations” is incorporated herein by reference.
(c) Different
Terms
Not applicable.
(d) Appraisal Rights
The information set forth in the Prospectus under
the headings “Special Factors—6. Appraisal Rights; Rule 13e-3” and “The Merger—Dissenters’ Rights
of Appraisal for Vitru Cayman Shareholders” is incorporated herein by reference.
(e) Provisions
for Unaffiliated Security Holders
Vitru Cayman has not made any provision in connection
with the transaction to grant unaffiliated security holders access to its corporate files or to obtain counsel or appraisal services at
its expense.
(f) Eligibility
for Listing or Trading
The information set forth in the Prospectus under
the headings “The Merger—Listing of Vitru Brazil Shares” and “The Merger—Listing of Vitru Brazil ADSs”
is incorporated herein by reference.
| ITEM 5. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
(a) Transactions
The information set forth in the Prospectus under
the headings “Special Factors—7. Related Party Transactions,” “Special Factors—8. Interests of Certain Persons
in the Merger” and “Major Shareholders and Related Party Transactions—Additional Information” is incorporated
herein by reference.
The information set forth in the Vitru Cayman
2022 Form 20-F under the headings “Item 4. Information on the Company—A. History and
Development of the Company—UniCesumar Business Combination,” “Item 4. Information on the Company—C. Organizational
Structure,” “Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plan”
and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” is incorporated
herein by reference.
(b)-(c) Significant Corporate Events; Negotiations
or Contacts
The information set forth in the Prospectus under
the headings “Special Factors—1. Background,” “The Merger—Overview,” “The Merger—Background
to the Merger,” “The Merger—Past Contracts, Mergers, Negotiations and Agreements,” “The Merger Documents—The
Merger Protocol,” “The Merger Documents—The Plan of Merger,” “Information About the Companies,” “Information
About Vitru Brazil,” “Information About Vitru Cayman,” “Management and Compensation of Vitru Brazil—Overview
of Vitru Brazil’s Management—Board of Directors,” “Management and Compensation of Vitru Brazil—Overview
of Vitru Brazil’s Management—Executive Officers,” “Management and Compensation of Vitru Cayman” and “Major
Shareholders and Related Party Transactions—Additional Information” is incorporated herein by reference.
The information set forth in the Vitru Cayman
2022 Form 20-F under the heading “Item 4. Information on the Company—A. History and
Development of the Company—Our History” is incorporated herein by reference.
(e) Agreements
Involving the Subject Company’s Securities
The information set forth in the Prospectus under
the heading “The Merger—Treatment of Equity and Equity-Based Awards,” “Management and Compensation of Vitru
Brazil—Compensation,” “Management and Compensation of Vitru Cayman,” “Interests of Certain Persons in the
Merger—Interests of Vitru Brazil’s and Vitru Cayman’s Directors and Executive Officers in the Merger” and “Major
Shareholders and Related Party Transactions—Vitru Cayman” is incorporated herein by reference.
The information set forth in the Vitru Cayman
2022 Form 20-F under the heading “Item 6. Directors, Senior Management and Employees—B.
Compensation—Long-Term Incentive Plan” is incorporated herein by reference.
| ITEM 6. | PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. |
(b) Use
of Securities Acquired
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger—Plans
for Vitru Brazil after the Merger,” “The Merger—Overview,” “The Merger—Delisting and Deregistration
of Vitru Cayman Shares,” “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and
Answers About the Merger—Q: What is the proposed merger, why are Vitru Brazil and Vitru Cayman proposing it and what will happen
to Vitru Cayman as a result of the merger?” and “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions
and Answers About the Merger—Q: Is this the first step in a going-private transaction?” is incorporated herein by reference.
(c)(1)-(8) Plans
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger,”
“The Merger—Overview,” “The Merger—Financial Implications of the Merger,” “The Merger—Certain
Information on the Ownership and Management of Vitru Brazil and Vitru Cayman Following the Merger—Ownership of Vitru Cayman and
Vitru Brazil Following the Merger,” “The Merger—Certain Information on the Ownership and Management of Vitru Brazil
and Vitru Cayman Following the Merger—Management of Vitru Brazil Following the Merger,” “The Merger—Accounting
Treatment of the Merger,” “The Merger—Listing of Vitru Brazil Shares,” “The Merger—Listing of Vitru
Brazil ADSs,” “The Merger—Delisting and Deregistration of Vitru Cayman Shares,” “The Merger—Dividend
Information,” “Description of Vitru Brazil Shares and Vitru Brazil By-Laws,” “Questions and Answers About the
Merger and the Vitru Cayman Special Meeting—Questions and Answers About the Merger—Q: What is the proposed merger, why are
Vitru Brazil and Vitru Cayman proposing it and what will happen to Vitru Cayman as a result of the merger?” and “Questions
and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and Answers About the Merger—Q: Is this the first
step in a going-private transaction?” is incorporated herein by reference.
| ITEM 7. | PURPOSES, ALTERNATIVES, REASONS AND EFFECTS. |
(a) Purposes
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger,” “The
Merger—Overview,” “The Merger—Recommendation of the Vitru Cayman Board of Directors; Vitru Cayman’s Reasons
for the Merger,” “The Merger—Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Brazil’s
Reasons for the Merger,” “The Merger—Benefits and Detriments of the Proposed Transaction to Unaffiliated Shareholders,”
“Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and Answers About the Merger—Q:
What is the proposed merger, why are Vitru Brazil and Vitru Cayman proposing it and what will happen to Vitru Cayman as a result of the
merger?” and “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and Answers About
the Merger—Q: Is this the first step in a going-private transaction?” is incorporated herein by reference.
(b) Alternatives
The information set forth in the Prospectus under
the headings “Special Factors—1. Background,” “The Merger—Overview,” “The Merger—Background
to the Merger,” “The Merger—Recommendation of the Vitru Cayman Board of Directors; Vitru Cayman’s Reasons for
the Merger,” “The Merger—Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Brazil’s
Reasons for the Merger” and “The Merger—Benefits and Detriments of the Proposed Transaction to Unaffiliated Shareholders”
is incorporated herein by reference.
(c) Reasons
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger—Reasons
for the Merger,” “The Merger—Overview,” “The Merger—Recommendation of the Vitru Cayman Board of Directors;
Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Cayman’s Reasons for the Merger,” “The
Merger—Vitru Brazil’s Reasons for the Merger,” “The Merger—Benefits and Detriments of the Proposed Transaction
to Unaffiliated Shareholders” and “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions
and Answers About the Merger—Q: What is the proposed merger, why are Vitru Brazil and Vitru Cayman proposing it and what will happen
to Vitru Cayman as a result of the merger?” is incorporated herein by reference.
(d) Effects
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger,”
“Special Factors—5. Effects of the Merger,” “The Merger—Overview,” “The Merger—Financial
Implications of the Merger,” “The Merger—Certain Information on the Ownership and Management of Vitru Brazil and Vitru
Cayman Following the Merger—Ownership of Vitru Cayman and Vitru Brazil Following the Merger,” “The Merger—Certain
Information on the Ownership and Management of Vitru Brazil and Vitru Cayman Following the Merger—Management of Vitru Brazil Following
the Merger,” “The Merger—Accounting Treatment of the Merger,” “The Merger—Listing of Vitru Brazil
Shares,” “The Merger—Listing of Vitru Brazil ADSs,” “The Merger—Delisting and Deregistration of Vitru
Cayman Shares,” “Description of Vitru Brazil Shares and Vitru Brazil By-Laws,” “Description of Vitru Brazil Shares
and Vitru Brazil By-Laws—Principal Differences between Brazilian and U.S. Corporate Governance Practices,” “Description
of Vitru Brazil ADSs and Vitru Brazil Deposit Agreement,” “Material Tax Considerations—Material U.S. Federal Income
Tax Considerations” “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and Answers
About the Merger—Q: What is the proposed merger, why are Vitru Brazil and Vitru Cayman proposing it and what will happen to Vitru
Cayman as a result of the merger?” and “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions
and Answers About the Merger—Q: Is this the first step in a going-private transaction?” is incorporated herein by reference.
| ITEM 8. | FAIRNESS OF THE TRANSACTION. |
(a) Fairness
The information set forth in the Prospectus under
the headings “Special Factors—3. The Current Status of the Position of Vitru Cayman’s Board of Directors,” “Special
Factors—4. Position of Vitru Brazil Regarding Fairness of the Merger,” “The Merger—Recommendation of the Vitru
Cayman Board of Directors; Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Cayman’s Reasons for
the Merger,” “The Merger—Vitru Brazil’s Reasons for the Merger,” “The Merger—Benefits and Detriments
of the Proposed Transaction to Unaffiliated Shareholders” and “The Vitru Cayman Special Meeting—Recommendation
of the Vitru Cayman Board of Directors” is incorporated herein by reference.
(b) Factors
Considered in Determining Fairness
The information set forth in the Prospectus under
the headings “Special Factors—3. The Current Status of the Position of Vitru Cayman’s Board of Directors,”
“Special Factors—4. Position of Vitru Brazil Regarding Fairness of the Merger,” “The Merger—Recommendation
of the Vitru Cayman Board of Directors; Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Cayman’s
Reasons for the Merger,” “The Merger—Vitru Brazil’s Reasons for the Merger,” “The Merger—Benefits
and Detriments of the Proposed Transaction to Unaffiliated Shareholders” is incorporated herein by reference.
(c) Approval
of Security Holders
The information set forth in the Prospectus under
the headings “The Vitru Cayman Special Meeting—Required Vote” is incorporated herein by reference.
(d) Unaffiliated
Representative
The information set forth in the Prospectus under
the heading “The Merger—Unaffiliated Representative” is incorporated herein by reference.
(e) Approval
of Directors
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger,” “Special
Factors—3. The Current Status of the Position of Vitru Cayman’s Board of Directors,” “Special Factors—4.
Position of Vitru Brazil Regarding Fairness of the Merger,” “Summary—Reasons for the Proposed Transaction,” “The
Merger—Recommendation of the Vitru Cayman Board of Directors; Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru
Cayman’s Reasons for the Merger,” “The Merger—Vitru Brazil’s Reasons for the Merger,” “The Merger—Benefits
and Detriments of the Proposed Transaction to Unaffiliated Shareholders” is incorporated herein by reference.
(f) Other
Offers
Not applicable.
| ITEM 9. | REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. |
(a)-(b) Report, Opinion or Appraisal; Preparer
and Summary of the Report, Opinion or Appraisal
The information set forth in the Prospectus under
the headings “The Merger—Appraisal Report by Apsis Consultoria e Avaliações Ltda.” and “The Merger—Expenses”
is incorporated herein by reference.
(c) Availability
of Documents
The reports, opinions or appraisals referenced
in this Item 9 will be made available for inspection and copying at Vitru Brazil’s principal executive office located at Rodovia
José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, during regular business hours, by any
interested shareholder of Vitru Cayman or a representative of such interested shareholder who has been so designated in writing by such
interested shareholder and at the expense of the requesting shareholder.
| ITEM 10. | SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. |
(a)-(b) Source of Funds; Conditions
The information set forth in the Prospectus under the headings “The Merger—Overview,” “The Merger—Elections
as to Form of Consideration,” “The Merger—Obtaining an Investment Registration in Brazil and Opening a Securities Trading
Account in Brazil,” “Description of Vitru Brazil Shares and Vitru Brazil By-Laws,” “Description of Vitru Brazil
ADSs and Vitru Brazil Deposit Agreement,” “Summary—Conditions Precedent That Must Be Satisfied or Waived for the Merger
to Occur,” “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and Answers About
the Merger—Q: What will Vitru Cayman shareholders receive from the Merger?” “Questions and Answers About the Merger
and the Vitru Cayman Special Meeting—Questions and Answers About the Merger—Q: How and when do I make my Election?”
“Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions and Answers About the Merger—Q:
What do I do if I want to revoke my Election?” “Questions and Answers About the Merger and the Vitru Cayman Special Meeting—Questions
and Answers About the Merger—Q: What happens if I do not make a valid Election?” “Questions and Answers About the Merger
and the Vitru Cayman Special Meeting—Questions and Answers About the Merger—Q: How will I receive the Vitru Brazil Shares
or Vitru Brazil ADSs to which I am entitled?” and “Comparison of the Rights of Holders of Vitru Brazil Shares and Vitru Cayman
Shares” is incorporated herein by reference.
(c) Expenses
The information set forth in the Prospectus under
the heading “The Merger—Expenses” is incorporated herein by reference.
(d) Borrowed
Funds
Not applicable.
| ITEM 11. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY. |
(a) Securities
Ownership
The information set forth in the Prospectus under
the headings “Major Shareholders and Related Party Transactions—Vitru Cayman,” “Major Shareholders and Related
Party Transactions—Vitru Brazil” and “Major Shareholders and Related Party Transactions—Additional Information” is
incorporated herein by reference.
The information set forth in the Vitru Cayman
2022 Form 20-F under the heading “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” is
incorporated herein by reference.
(b) Securities
Transactions
The information set forth in the Prospectus under
the heading “Major Shareholders and Related Party Transactions—Vitru Cayman—Securities Transactions” is incorporated
herein by reference.
| ITEM 12. | THE SOLICITATION OR RECOMMENDATION. |
(d) Intent
to Tender or Vote in a Going Private Transaction
The information set forth in the Prospectus under
the headings “The Vitru Cayman Special Meeting—Voting by Vitru Cayman’s Directors and Executive Officers,” “The
Vitru Cayman Special Meeting—Voting by Vitru Brazil’s Directors and Executive Officers” and “The Vitru Cayman
Special Meeting—Votes of Certain Shareholders” is incorporated herein by reference.
(e) Recommendations
of Others
The information set forth in the Prospectus under
the headings “Special Factors—2. Purpose of and Reasons for the Merger; Plans for the Company after the Merger,” “Special
Factors—3. The Current Status of the Position of Vitru Cayman’s Board of Directors,” “Special Factors—4.
Position of Vitru Brazil Regarding Fairness of the
Merger,” “The Merger—Recommendation of the Vitru
Cayman Board of Directors; Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Cayman’s Reasons for
the Merger,” “The Merger—Vitru Brazil’s Reasons for the Merger” and “The Merger—Benefits and
Detriments of the Proposed Transaction to Unaffiliated Shareholders” is incorporated herein by reference.
| ITEM 13. | FINANCIAL STATEMENTS. |
(a) Financial
Information
The consolidated financial statements of Vitru
Cayman as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 are incorporated herein by reference
to “Item 18. Financial Statements” of the Vitru Cayman 2022 Form 20-F. The unaudited interim consolidated financial statements
as of September 30, 2023 and for the nine-month periods ended September 30, 2023 and 2022 and the related notes thereto contained in Exhibit
99.2 to the current report on Form 6-K furnished by Vitru Cayman to the SEC on November 14, 2023 are incorporated by reference herein.
The information set forth in the Prospectus under
the headings “Selected Unaudited Per Share Data,” “Information about Vitru Cayman” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Vitru Cayman” is incorporated herein by reference.
(b) Pro
Forma Information
Not applicable.
| ITEM 14. | PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. |
(a)-(b) Solicitations or Recommendations; Employees
and Corporate Assets
The information set forth in the Prospectus under
the headings “The Merger—Recommendation of the Vitru Cayman Board of Directors; Vitru Cayman’s Reasons for the Merger,”
“The Merger—Vitru Cayman’s Reasons for the Merger,” “The Merger—Vitru Brazil’s Reasons for the
Merger,” “The Merger—Benefits and Detriments of the Proposed Transaction to Unaffiliated Shareholders” and “The
Merger—Expenses” is incorporated herein by reference.
| ITEM 15. | ADDITIONAL INFORMATION. |
(c) Other
Material Information
Not applicable.
* To
be filed by amendment. All other exhibits are submitted herewith.
SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated November 15, 2023 |
VITRU BRASIL EMPREENDIMENTOS,
PARTICIPAÇÕES E COMÉRCIO S.A. |
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| |
By: |
/s/ Pedro Jorge Guterres Quintans Graça |
| |
|
Name: |
Pedro Jorge Guterres Quintans Graça |
| |
|
Title: |
Co-Chief Executive Officer |
| |
By: |
/s/ William Victor Kendrick de Matos Silva |
| |
|
Name: |
William Victor Kendrick de Matos Silva |
| |
|
Title: |
Co-Chief Executive Officer |
| |
By: |
/s/ Carlos Henrique Boquimpani de Freitas |
| |
|
Name: |
Carlos Henrique Boquimpani de Freitas |
| |
|
Title: |
Chief Financial & Investor Relations Officer |
| |
By: |
/s/ Pedro Jorge Guterres Quintans Graça |
| |
|
Name: |
Pedro Jorge Guterres Quintans Graça |
| |
|
Title: |
Co-Chief Executive Officer |
| |
By: |
/s/ William Victor Kendrick de Matos Silva |
| |
|
Name: |
William Victor Kendrick de Matos Silva |
| |
|
Title: |
Co-Chief Executive Officer |
| |
By: |
/s/ Carlos Henrique Boquimpani de Freitas |
| |
|
Name: |
Carlos Henrique Boquimpani de Freitas |
| |
|
Title: |
Chief Financial & Investor Relations Officer |
EXHIBIT INDEX
|
Exhibit
No. |
Description |
| (a)(4) |
Prospectus (incorporated by reference to Vitru Brasil Empreendimentos, Participações e Comércio S.A.’s Registration Statement on Form F-4/A (File No. 333-274353) filed November 15, 2023). |
| (a)(5)(i) |
English Translation of the Form of Merger and Justification Protocol.* |
| (a)(5)(ii) |
Form of Plan of Merger.* |
| (a)(5)(iii) |
English Translation of the Current By-Laws of Vitru Brazil.* |
| (a)(5)(iv) |
Form of Deposit Agreement.* |
| (a)(5)(v) |
Form of Proxy Card.* |
| (a)(5)(vi) |
Form of Broker Card.* |
| (a)(5)(vii) |
Form of Notice.* |
| (a)(5)(viii) |
Form of Election Form.* |
| (a)(5)(ix) |
Press Release by Vitru Limited Regarding the Announcement of the Proposed Group Restructuring and Migration of Listing (incorporated by reference to Exhibit 99.1 to Vitru Limited’s Current Report on Form 6-K (File No. 001-39519) furnished September 5, 2023). |
| (a)(5)(x) |
Material Fact by Vitru Brasil Empreendimentos, Participações e Comércio S.A. Regarding the Announcement of the Proposed Group Restructuring and Migration of Listing (incorporated by reference to Item 1 to Vitru Brasil Empreendimentos, Participações e Comércio S.A.’s Rule 425 filing on September 5, 2023). |
| (b) |
Not applicable. |
| (c) |
Appraisal Report prepared by Apsis Consultoria e Avaliações Ltda., dated November 14, 2023 (incorporated by reference to Annex A to Vitru Brasil Empreendimentos, Participações e Comércio S.A.’s Registration Statement on Form F-4/A (File No. 333-274353) filed November 15, 2023). |
| (d) |
Not applicable. |
| (f) |
Not applicable. |
| (g) |
Not applicable. |
| 107 |
Filing Fee Exhibit. |
* To
be filed by amendment. All other exhibits are submitted herewith.
Exhibit 107
Calculation of Filing Fee Tables
Schedule 13E-3
(Form Type)
Vitru Limited
(Name of the Issuer)
Vitru Brasil Empreendimentos, Participações
e Comércio S.A.
Vitru Limited
(Name of Person(s) Filing Statement)
Table 1: Transaction Valuation
| |
Transaction Valuation(1) |
Fee Rate |
Amount of Filing Fee(2) |
| Fees to Be Paid |
U.S.$88,504,567.25 |
0.0001476 |
U.S.$13,063.27 |
| Fees Previously Paid |
|
|
U.S.$14,461.96 |
| Total Transaction Valuation |
U.S.$88,504,567.25 |
|
|
| Total Fees Due for Filing |
|
|
U.S.$13,063.27 |
| Total Fees Previously Paid |
|
|
U.S.$14,461.96 |
| Total Fee Offsets |
|
|
N/A |
| Net Fee Due |
|
|
U.S.$0.00 |
Table 2: Fee Offset Claims and Sources
| |
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Fee Paid with Fee Offset Source |
| Fee Offset Claims |
|
Form F-4 |
333-274353 |
September 6, 2023 |
|
U.S.$14,461.96 |
|
| Fees Offset Sources |
Vitru Brasil Empreendimentos, Participações e Comércio S.A. |
Form F-4 |
333-274353 |
|
September 6, 2023 |
|
U.S.$14,461.96(3) |
| (1) | Calculated solely for the purpose of determining the filing fee in accordance
with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Represents the maximum number
of Vitru Limited’s common shares estimated to be issuable upon completion of the transaction described in the Registration Statement
on Form F-4 filed on September 6, 2023 by Vitru Brasil Empreendimentos, Participações e Comércio S.A. in connection
with the transaction reported hereby but does not include any common shares of Vitru Brasil Empreendimentos, Participações
e Comércio S.A. to be issued to certain existing shareholders of Vitru Limited that are not U.S. persons that are being offered
pursuant to the exemption provided by Regulation S under the Securities Act or other applicable exemptions and is based upon the product
of (a)(x) 8,232,983 common shares of Vitru Limited times (y) one, which is the assumed exchange ratio for the purposes of the initial
filing of the Registration Statement on Form F-4 filed on September 6, 2023 by Vitru Brasil Empreendimentos, Participações
e Comércio S.A., times (b) U.S.$10.75 (the average of the high and low prices of shares of Vitru Limited as reported on the
Nasdaq Global Select Market on November 13, 2023).
|
| (2) | The amount of the filing
fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal
Year 2023, was calculated by multiplying the Transaction Valuation by 0.0001476.
|
| (3) | Vitru Brasil Empreendimentos,
Participações e Comércio S.A. previously paid U.S.$14,461.96 upon the filing of its Registration Statement on Form
F-4 on September 6, 2023 in connection with the transaction reported hereby.
|
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