Vitru receives final antitrust clearance for investment by Crescera

Vitru Limited announced that the 15-day period from the date of the publication of the decision by the General Superintendence of CADE in the Brazilian Official Gazette approving, without any restrictions, the transactions contemplated by the investment agreement with Crescera Growth Capital Master V Fundo de Investimento em Participacoes Multiestrategia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participacoes Multiestrategia has lapsed and, pursuant to the applicable Brazilian legislation, CADE’s decision became final. he closing of Crescera’s investment in Vitru is expected to take place in the fourth quarter of 2022, subject to customary closing conditions. Pursuant to the Investment Agreement, Crescera has agreed to subscribe for 3,636,363 new common shares to be issued by Vitru for a total consideration of R$300M, equivalent to $58.3M based on the applicable exchange rate pursuant to the Investment Agreement, or approximately $16.02 per common share. As previously announced, Vitru has commenced a rights offering pursuant to which it is distributing nontransferable subscription rights to each holder of its common shares as of 5:00 p.m., Eastern Time, on October 21, 2022. The subscription rights may be exercised at any time during the subscription period, which commenced on October 24, 2022, and ends at 5:00 p.m., Eastern Time, on November 17, 2022. One subscription right is being distributed for each six common shares held as of the Record Date, with each subscription right exercisable for one common share at an exercise price of $16.02 per full common share. Vitru will not issue any fractional shares upon exercise of any subscription rights in the rights offering, and shareholders must exercise subscription rights which would result in the issuance of at least one whole common share to participate in the rights offering. Crescera also has the option to acquire additional common shares not subscribed for by Vitru’s minority shareholders in Vitru’s previously announced rights offering, for up to a maximum amount equivalent to R$100M less the total amount received by Vitru from subscriptions of new common shares by minority shareholders pursuant to the rights offering.