Universidade estÁcio de sÁ executed a share purchase agreement to acquire adtalem educacional do brasil s/a from adtalem global education inc. (nyse:atge) and global education international bv for an enterprise value of brl 1.9 billion.

Universidade estÁcio de sÁ executed a share purchase agreement to acquire adtalem educacional do brasil s/a from adtalem global education inc. (nyse:atge) and global education international b.v. for an enterprise value of brl 1.9 billion on october 18, 2019. the transaction consists the acquisition of adtalem’s shares for an enterprise value of brl 1.92 billion, plus the pro forma net cash position of brl 305 million in adtalem as of june 30, 2019. the transaction’s value includes a locked-box mechanism in which all cash generated from adtalem’s operations between june 30, 2019 and the closing date will remain in the acquired company. the purchase price payable at the closing of the transaction consists of brl 2.225 billion, subject to certain downward adjustments for any leakage (as defined in the agreement) from the locked box date and any transaction expenses. the entire consideration will be paid in cash at closing. the deal is financed through estÁcio’s own funds and financing. the agreement includes customary termination provisions in favor of global education or the purchaser, depending on the reason for termination. both global education and the purchaser have the right to terminate the agreement if the closing has not occurred by 270 days following the filing with the brazilian antitrust authority of all required notification and report forms under the brazilian antitrust law. global education is entitled to a termination fee of brl 150 million if the agreement is terminated due to the failure to obtain brazilian antitrust clearance under certain specified conditions. adtalem educacional do brasil s/a had net revenue of brl 875 million, ebitda adjusted of brl 191 million for the twelve months ended june 30, 2019. transaction conclusion is not subject to any estÁcio's shareholder votes but is subject to precedent conditions and the approval by the administrative council for economic defense (cade). the transaction was unanimously approved by the board of estÁcio participaÇÕes s.a as on october 18, 2019. transaction closing conditions are (i) the absence of any preliminary or permanent injunction or other order restraining, prohibiting or otherwise making illegal the consummation of the transaction, (ii) certain materiality and other qualifications, the accuracy of the representations and warranties made by global education and the purchaser, respectively, (iii) the performance in all material respects by each of global education and the purchaser, respectively, of its obligations under the agreement, and (iv) in the case of the purchaser's obligations to complete the transaction, the absence of any material adverse effect with respect to the company since the locked box date. closing is expected for first half 2020. morgan stanley acted as financial advisor to adtalem global education. thomas greenberg, filipe areno, bruce goldner, victor hollender and paul schnell of skadden, arps, slate, meagher & flom llp acted as legal advisor to adtalem global education inc. francisco antunes maciel mÜssnich and luis loria flaks of barbosa, mÜssnich & aragÃo advogados acted as legal advisor to adtalem global education inc. alan zoccolillo, ava haghighi, kai kramer and matthew hayes of baker & mckenzie acted as legal advisors for estÁcio participaÇÕes, parent of universidade estÁcio de sÁ. banco itaÚ bba s.a. acted as a financial advisor to universidade estÁcio de sÁ. universidade estÁcio de sÁ will pay the fees to banco itaÚ bba s.a. rodrigo millar de castro guerra of lobo de rizzo advogados acted as legal advisor to universidade estÁcio de sÁ.
ATGE Ratings Summary
ATGE Quant Ranking