Vasta closes acquisition of Editora Eleva
October 29 2021 - 8:00PM
Vasta Platform Limited (“Company” or “Vasta”) (NASDAQ: VSTA) today
announced the completion by its subsidiary, Somos Sistemas de
Ensino S.A. (“Somos Sistemas”), of the acquisition of all the
shares issued by Editora de Gouges S.A. (current name of Editora
Eleva S.A., “Editora”), a company that holds all rights and assets
related to the K-12 education platform provided by the Eleva group
up to this date (“K-12 Education Platform Transaction”). As
consideration for the K-12 Education Platform Transaction, it was
defined a base purchase price, which takes into consideration the
estimated net cash of Editora at closing. The base purchase price
is subject to adjustments defined in the K-12 Education Platform
Transaction agreement, including net indebtedness adjustments
commonly used in similar transactions and adjustments based on the
revenue of the K-12 Education Platform business of Editora in 2021
and 2022. Based on the current results, the parties' expectation is
that the base purchase price amount in 2021, to be calculated in
2022, will be R$ 580 million, to which an estimated net cash
adjustment of approximately R$ 32 million will be added (“K-12
Education Platform Acquisition Price”). The K-12 Education Platform
Acquisition Price will be paid in installments over the next five
years, all adjusted by the positive variation of the CDI. The first
installment, in the amount of R$ 160 million, was paid on this
date. The remaining amount will be paid in three (3) equal and
annual installments, the first one due in the third anniversary of
the closing. Finally, Somos Sistemas and Eleva Educação S.A.
(“Eleva”), on this date, and as part of the transactions described
above, entered into a commercial agreement effective for 10 years,
for the supply of courseware by Somos Sistemas to Eleva and for the
formation of a commercial partnership between Saber Serviços
Educacionais S.A., Somos Sistemas and Eleva for the development of
new educational tools.
ABOUT VASTA
Vasta is a leading, high-growth education
company in Brazil powered by technology, providing end-to-end
educational and digital solutions that cater to all needs of
private schools operating in the K-12 educational segment,
ultimately benefiting all of Vasta’s stakeholders, including
students, parents, educators, administrators and private school
owners. Vasta’s mission is to help private K-12 schools to be
better and more profitable, supporting their digital
transformation. Vasta believes it is uniquely positioned to help
schools in Brazil undergo the process of digital transformation and
bring their education skill-set to the 21st century. Vasta promotes
the unified use of technology in K-12 education with enhanced data
and actionable insight for educators, increased collaboration among
support staff and improvements in production, efficiency and
quality. For more information, please visit
ir.vastaplatform.com.
CONTACT
Investor
Relationsri@somoseducacao.com.brFORWARD-LOOKING
STATEMENTS
This press release contains forward-looking
statements that can be identified by the use of forward-looking
words such as “expect,” and “estimate” among others.
Forward-looking statements appear in a number of places in this
press release and include, but are not limited to, statements
regarding our intent, belief or current expectations.
Forward-looking statements are based on our management’s beliefs
and assumptions and on information currently available to our
management. Such statements are subject to risks and uncertainties,
and actual results may differ materially from those expressed or
implied in the forward-looking statements due to of various
factors, including (i) general economic, financial, political,
demographic and business conditions in Brazil, as well as any other
countries we may serve in the future and their impact on our
business; (ii) fluctuations in interest, inflation and exchange
rates in Brazil and any other countries we may serve in the future;
(iii) our ability to implement our business strategy and expand our
portfolio of products and services; (iv) our ability to adapt to
technological changes in the educational sector; (v) the
availability of government authorizations on terms and conditions
and within periods acceptable to us; (vi) our ability to continue
attracting and retaining new partner schools and students; (vii)
our ability to maintain the academic quality of our programs;
(viii) the availability of qualified personnel and the ability to
retain such personnel; (ix) changes in the financial condition of
the students enrolling in our programs in general and in the
competitive conditions in the education industry; (x) our
capitalization and level of indebtedness; (xi) the interests of our
controlling shareholder; (xii) changes in government regulations
applicable to the education industry in Brazil; (xiii) government
interventions in education industry programs, that affect the
economic or tax regime, the collection of tuition fees or the
regulatory framework applicable to educational institutions; (xiv)
cancellations of contracts within the solutions we characterize as
subscription arrangements or limitations on our ability to increase
the rates we charge for the services we characterize as
subscription arrangements; (xv) our ability to compete and conduct
our business in the future; (xvi) our ability to anticipate changes
in the business, changes in regulation or the materialization of
existing and potential new risks; (xvii) the success of operating
initiatives, including advertising and promotional efforts and new
product, service and concept development by us and our competitors;
(xviii) changes in consumer demands and preferences and
technological advances, and our ability to innovate to respond to
such changes; (xix) changes in labor, distribution and other
operating costs; our compliance with, and changes to, government
laws, regulations and 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, including due to pandemics such as the COVID-19
pandemic and government measures taken in response thereto; (xxii)
other factors that may 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 they are made, and we do not undertake any obligation to
update them in light of new information or future developments or
to release publicly any revisions to these statements in order to
reflect later events or circumstances or to reflect the occurrence
of unanticipated events.
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