UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

Vitru Limited

(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:

Form 20-F

X

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):

Yes

No

X

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):

Yes

No

X


EXHIBIT INDEX

Exhibit No.

    

Description

99.1

Vitru Limited Announces the Closing of its Business Combination with Unicesumar


SIGNATURE

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.

Vitru Limited.

By:

/s/ Carlos Henrique Boquimpani de Freitas

Name:

Carlos Henrique Boquimpani de Freitas

Title:

Chief Financial Officer

Date: May 20, 2022


Exhibit 99.1

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.

About Vitru

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.

Vitrus 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 Vitrus 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 Vitrus common shares, and are subject to several known and unknown uncertainties and risks, many of which are beyond Vitrus 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.

Contact:

Maria Carolina F. Gonçalves, IRO

e-mail: ir@vitru.com.br

website: https://investors.vitru.com.br/