Vitru announces an investment of 300 million reais from Crescera and

FLORIANÓPOLIS, Brazil, Sept. 27, 2022 (GLOBE NEWSWIRE) — Vitru Limited (Nasdaq: VTRU) (“glass”) today announced that it has entered into an investment agreement on September 27, 2022 with Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (collectively, “Crescere“), pursuant to which Crescera has agreed to subscribe for 3,636,363 new ordinary shares to be issued by Vitru (which, when issued, will represent approximately 10.6% of the outstanding ordinary shares of Vitru) for consideration amount of R$300 million, equivalent to approximately US$56 million based on the exchange rates prevailing on September 27, 2022. The exact amount that Crescera will pay in US dollars will be determined in the following days once the currency conversion date determined by Vitru.

“We are delighted to welcome Crescera’s investment, which will help us in our mission to democratize access to education in Brazil through a digital ecosystem,” said Pedro Jorge Graça and William de Matos Silva, co -CEO of Vitru. “Since the closing of the business combination with Unicesumar, Vitru has been working on the predefined plan: to raise additional equity (ideally from experienced and education-savvy investors) aimed at accelerating the deleveraging process. Crescera is a a natural partner for Vitru given its proven expertise in the education sector in Brazil through its investments in companies such as Abril Educação, Afya, Alura and Ânima Educação.

“With an average growth of 25% per year since 2015, Brazil has seen rapid adoption of digital courses in higher education,” said Felipe Argalji and Daniel Borghi, partners at Crescera. “Vitru is a market-leading platform and we are delighted to partner with them through this period of strong growth and transformation.”

The Crescera investment is expected to close in the fourth quarter of 2022, subject to customary closing conditions (including obtaining Brazilian antitrust approval, approval of Vitru’s amended and restated memorandum and articles of association and the signature of amended and restated Registration Rights Agreement). The common shares of Vitru acquired by Crescera will be blocked until November 20, 2023, subject to customary exceptions. Subject to its continued ownership of Vitru, Crescera will also have the right to appoint two directors to Vitru’s board of directors until the Vitru shareholders’ meeting in 2024. Thereafter, Crescera will have the right to appoint ( i) two directors on Vitru’s board of directors as long as it retains a stake of more than 15%, or (ii) one director as long as it retains a stake of between 5% and 15%.

Vitru also announced today that it intends to conduct a rights offering allowing existing shareholders of Vitru to subscribe for new shares of common stock at a price per share equivalent to the price in U.S. dollars that Crescera will pay for the shares. shares that it acquires pursuant to its investment. The proposed rights offering would be extended to existing shareholders on a pro rata basis, giving each shareholder the right to subscribe for 1 new common share for every 6 common shares held on a record date to be determined. The proposed rights offering is expected to begin in October and expire in November 2022.

As part of its investment, Crescera has the option to acquire additional ordinary shares not subscribed by the minority shareholders of Vitru under the proposed rights offering, up to a maximum amount equivalent to R$100 million less the aggregate amount received by Vitru from subscriptions for new ordinary shares by minority shareholders under the rights offering. The total amount expected to be raised under the proposed rights offering (including the potential additional investment by Crescera) is between R$100 million and R$125 million, which equates to approximately R$19 million US$ and US$23 million based on current exchange rates as of September 27, 2022 Following the closing of the investment by Crescera and the rights offering, Crescera’s stake in Vitru is expected to be between 10.2% and 13.7% of Vitru’s outstanding ordinary shares, depending on whether Crescera exercises its option and on the amount raised in the rights offer.

Vitru intends to use the proceeds from the investment in Crescera and the rights offering primarily for the repayment of existing debt.

The final terms of any potential offering of Common Shares and Rights, including specific terms, remain subject to change and will be determined at the time of such offering. The proposed rights offering would be made pursuant to Vitru’s effective registration statement on Form F-3 filed with the Securities and Exchange Commission on October 25, 2021 and only by means of a prospectus supplement and the accompanying prospectus. ‘accompanied.

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe or to purchase or an invitation to buy or subscribe for securities in any jurisdiction, and it does not nor will there be any sale, issue or transfer of securities in any jurisdiction in violation of applicable law. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Vitru will host a webcast and conference call to provide additional information regarding the transaction on September 28, 2022 at 9:00 a.m. Eastern Time (10:00 a.m. Brasilia Time).

Investors can listen to the conference call by dialing +1(844) 204-8942 (US toll free), +1(412) 717-9627 (international) or +55(11) 4090-1621, +55 (11) 3181-8565 (Brazil), password: Vitru.

A live and archived webcast of the call will be available in the Events section of Vitru’s Investor Relations website at https://investors.vitru.com.br.

About Vitru

Vitru is the leading pure distance education group in the post-secondary distance education market in Brazil. Through its invested companies, Vitru provides a comprehensive educational ecosystem focused on hybrid distance learning experience for undergraduates and continuing education students.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the United States federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “continue”, “expect”, “estimate”, “intend to ”, “project” and similar and future expressions or conditional verbs such as “will”, “would”, “should”, “could”, “could”, “may”, “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, our cash flows, liquidity, prospects and the market price of Vitru’s common stock and are subject to a number of known and unknown risks and uncertainties, many of which are beyond Vitru’s control. Accordingly, current plans, anticipated actions, financial condition and future results of operations may differ materially from those expressed in the forward-looking statements in this press release. You are cautioned not to place undue reliance on these forward-looking statements when evaluating the information presented. Vitru undertakes no obligation to publicly update or revise any forward-looking statements after the issuance of this press release as a result of new information, future events or other factors.


        

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