SÃO PAULO, Brazil, Feb. 22, 2021 (GLOBE NEWSWIRE) — Vasta Platform Limited (“Company“) (NASDAQ:VSTA) today announced the execution by its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas“), of a Sale and Purchase Agreement to acquire (the “Acquisition“), subject to certain conditions precedent, Editora Eleva S.A. (“Editora Eleva“), a K-12 education platform provider, from Eleva Educação S.A. (“Eleva“). As consideration for the Acquisition, Vasta will pay a purchase price amounting to R$ 580 million, subject to certain price adjustments, in installments over a 5-year period (each installment adjusted by the positive variation of the CDI index), which corresponds to a multiple of 16.6x the EBITDA of Editora Eleva for the year ended on December 31, 2020.
In addition to the Acquisition, Saber Serviços Educacionais S.A. (“Saber“), an affiliate of Cogna Educação S.A. that operates the group’s proprietary schools, agreed to sell, subject to certain conditions precedent (including, but not limited to, the satisfaction of all conditions precedent for closing of the Acquisition), up to all of the K-12 schools owned by it to Eleva. Also, upon closing of the Acquisition, Somos Sistemas and Eleva will enter into a commercial agreement setting forth the main terms that will guide a long-term partnership with Eleva, including the sales of learning systems materials to approximately 90% of the students of the schools currently owned by Eleva, as well as any greenfield or newly-acquired schools with the same business profile and all schools that are acquired from Saber, during a period of 10 years. The commercial agreement also provides for a commercial discount amounting to R$ 15 million per year, valid for the first 4 years after execution of the commercial agreement and granted by Somos Sistemas for the benefit of Eleva.
The consummation of the Acquisition is subject to certain customary conditions precedent, including the approval of the Brazilian antitrust authority and the closing of the sale of the schools by Saber as described above.
The Company believes that the Acquisition will be a meaningful addition to the Company’s portfolio of education platforms, providing new clients, market experience, and potential cost synergies.
The Company will provide …