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 20, 2022
Vitru Limited Announces the Closing of its Business Combination with Unicesumar
Florianópolis, Brazil, May 20, 2022 – Vitru Limited, or “Vitru” (Nasdaq: VTRU) announces that its business combination with CESUMAR – Centro de Ensino Superior de Maringá Ltda, or “Unicesumar”, closed today.
As previously disclosed, the purchase price amounted to R$3.15 billion as of March 31, 2021, to be adjusted in the following weeks based on the closing balance sheet of Unicesumar. The purchase price will be paid as follows:
|◾||62.9% in cash paid today;|
|◾||19.4% through the issuance of 7,182,385 new Vitru common shares (5,144,383 common shares issued and delivered today, and 2,038,002 common shares will be withheld as an indemnification guarantee, to be released at a later date), which will not be freely transferable for a period of six months; and|
|◾||17.7% in cash to be paid 12 months after closing, adjusted by the IPCA inflation rate as from today.|
Other related payments are:
|◾||Additional medical seats earn out of R$1 million per seat approved within 36 months after closing;|
|◾||Performance earn-outs of up to R$50 million up to two years after closing; and|
|◾||Non-compete agreement (for five years after closing) of R$180 million with the Matos family (former shareholders of Unicesumar).|
We will begin to integrate the activities of Unicesumar with Vitru and the results of the operations of Unicesumar assets will be consolidated by Vitru as of today. We expect to incur integration costs and synergies from the consolidation of Unicesumar. The acquisition will be accounted for as a business combination using the purchase method of accounting.
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