SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-39519
(Exact name of registrant as specified in its charter)
Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Carlos Henrique Boquimpani de Freitas
Carlos Henrique Boquimpani de Freitas
Chief Financial Officer
Date: May 18, 2022
Vitru Limited Received Final Approval for its Business Combination with Unicesumar
Florianópolis, Brazil, May 18, 2022 – Vitru Limited, or Vitru (Nasdaq: VTRU), announced today that the antitrust approval of its proposed business combination with CESUMAR – Centro de Ensino Superior de Maringá Ltda, or “Unicesumar,” has become final and definitive.
On April 29, 2022 Vitru had announced that its proposed business combination with Unicesumar had received a recommendation of approval of the General Superintendence of CADE (Administrative Council for Economic Defense – Brazilian antitrust authority). The decision was published in the Official Gazette on May 2, 2022. According to Law No. 12,529/2011, there was an additional 15-day waiting period following publication for CADE's decision to become final. This additional waiting period expired on May 17, 2022, and the decision is now final and definitive.
The closing of the business combination is expected to take place on May 20, 2022, following which we will begin to integrate the activities of Unicesumar with those of Vitru. Through the proposed business combination, Vitru – through its wholly-owned subsidiary Vitru Brasil Empreendimentos, Participações e Comércio S.A. – will own 100% of the total share capital of Unicesumar.
Vitru will host a webcast and conference call to provide additional information regarding the integration process on May 19, 2022 at 8:30 a.m. Eastern time (9:30 a.m. Brasília time).
Investors may listen to the conference call by dialing in to +1(844) 204-8942 (U.S. Toll-Free), +1(412) 717-9627 (International), or +55(11) 4090-1621 (Brazil), password: Vitru.
A live and archived webcast of the call will be available on the Events section of Vitru’s Investor Relations website at https://investors.vitru.com.br.
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.
Vitru’s mission is to democratize access to education in Brazil through a digital ecosystem and empower every student to create their own successful story.
Forward Looking Statements
This press release 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 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 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 press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented. Vitru does not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events, or other factors.
Maria Carolina F. Gonçalves, IRO