Vasta closes the acquisition of Editora Eleva | New
SÃO PAULO, Brazil, October 29, 2021 (GLOBE NEWSWIRE) – Vasta Platform Limited (“Company” or “Vasta”) (NASDAQ: VSTA) today announced the completion by its subsidiary, Somos Sistemas de Ensino SA (“ Somos Sistemas “), the acquisition of all the shares issued by Editora de Gouges SA (current name of Editora Eleva SA,” Editora “), a company which owns all the rights and assets related to the K- education platform 12 provided by the Eleva group until that date (“Transaction on the education platform K-12”). In return for the transaction on the education platform K-12, a price of ‘base purchase, which takes into consideration Editora’s estimated net cash at closing. The base purchase price is subject to adjustments defined in the K-12 Education Platform Transaction Agreement, including net debt adjustments commonly used in similar transactions and adjustments based on revenues from the pla Editora’s K-12 education form in 2021 and 2022. Based on the current results, the parties expect the base purchase price amount in 2021, to be calculated in 2022, to be R $ 580 million, to which will be added a net cash adjustment estimated at approximately R $ 32 million (“K-12 education platform acquisition price”). The purchase price of the K-12 education platform will be paid in installments over the next five years, all adjusted by the positive change in the CDI. The first installment, amounting to 160 million reais, was paid on that date. The remaining amount will be paid in three (3) equal and annual installments, the first being due on the third anniversary of closing. Finally, Somos Sistemas and Eleva Educação SA (“Eleva”), on that date, and within the framework of the transactions described above, entered into a commercial agreement for a period of 10 years, for the supply of courseware by Somos Sistemas in Eleva and for the formation of a commercial partnership between Saber Serviços Educacionais SA, Somos Sistemas and Eleva for the development of new educational tools.
Vasta is a leading high-growth education company in Brazil, powered by technology, providing end-to-end educational and digital solutions that meet all the needs of private schools operating in the K-12 educational segment, benefiting ultimately to all Vasta stakeholders, including students, parents, educators, administrators and private school owners. Vasta’s mission is to help private K-12 schools be better and more profitable, by supporting their digital transformation. Vasta believes she is uniquely positioned to help Brazilian schools embark on the process of digital transformation and bring their teaching skills to the 21st century. Vasta promotes the unified use of technology in K-12 education with improved data and actionable insights for educators, increased collaboration between support staff, and improvements in production, efficiency and quality. For more information, please visit ir.vastaplatform.com.
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This press release contains forward-looking statements which can be identified by the use of forward-looking words such as “expect” and “estimate” among others. Forward-looking statements appear in several places in this press release and include, without limitation, statements regarding our intent, beliefs or current expectations. Forward-looking statements are based on the beliefs and assumptions of our management and on the information currently available to it. These statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in forward-looking statements due to various factors, including (i) economic, financial, political, demographic and business conditions general operations in Brazil, as well as any other countries we may serve in the future and their impact on our business; (ii) fluctuations in interest rates, inflation and currency exchange rates in Brazil and any other country we serve in the future; (iii) our ability to execute our business strategy and expand our portfolio of products and services; (iv) our ability to adapt to technological developments in the education sector; (v) the availability of government authorizations on terms and within time frames acceptable to us; (vi) our ability to continue to attract and retain new partner schools and students; (vii) our ability to maintain the academic quality of our programs; (viii) the availability of qualified personnel and the capacity to retain such personnel; (ix) changes in the financial situation of students enrolling in our programs in general and in competitive conditions in the education sector; (x) our capitalization and our level of indebtedness; (xi) the interests of our controlling shareholder; (xii) changes in government regulations applicable to the education sector in Brazil; (xiii) government interventions in education industry programs, which affect the economic or fiscal regime, the collection of tuition fees or the regulatory framework applicable to educational institutions; (xiv) contract cancellations within solutions that we qualify as subscription agreements or limitations on our ability to increase the rates we charge for services that we qualify as subscription agreements; (xv) our ability to compete and operate in the future; (xvi) our ability to anticipate changes in business, regulatory changes or the materialization of new existing and potential risks; (xvii) the success of operating initiatives, including advertising and promotional efforts and the development of new products, services and concepts by us and our competitors; (xviii) changes in consumer demands and preferences and technological advancements, and our ability to innovate to respond to these changes; (xix) changes in labor, distribution and other operating costs; our compliance and changes with laws, regulations and government tax matters that currently apply to us; (xx) the effectiveness of our risk management policies and procedures, including our internal control over financial reporting; (xxi) health crises, in particular due to pandemics such as the COVID-19 pandemic and the government measures taken in response to them; (xxii) other factors that could affect our financial condition, liquidity and results of operations; and (xxiii) other risk factors discussed under “Risk Factors”. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update them in light of new information or future developments or to publicly publish revisions to such statements in order to to reflect subsequent events or circumstances or to reflect the occurrence of unforeseen events.
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