(Corrects name of company to ICTS Global Serviços de
Consultoria Ltda from ICTS International NV in paragraph 1)
By Ana Mano
SAO PAULO, March 21 Brazilian education firm
Estácio Participações SA has hired ICTS Global
Serviços de Consultoria Ltda to investigate a security breach
that exposed emails exchanged between a top company executive
and a legal adviser, a person briefed on the matter said.
ICTS, which is working alongside security consultancy firm
Control Risks, was hired on Feb. 18, immediately after Estácio
learned about the leaked messages between Chief Executive
Officer Pedro Thompson and a lawyer at São Paulo-based law firm
Demarest Advogados, the person said.
Sources with knowledge of the content of the emails said the
exchange suggested Thompson was discussing with the lawyer
alternative scenarios if antitrust watchdog Cade blocked
Estácio's takeover by Kroton Educacional SA.
Estácio denied Thompson was trying to find ways to derail
the deal, but removed him from a group discussing the terms of
Estácio declined to comment.
The company said in a securities filing on Friday that it
remains committed to completing the 27 billion real ($8.8
billion) combination with Kroton, which has been approved by the
majority of its shareholders.
Competitors and consumer advocacy groups have been critical
of a deal that will create an entity 10 times larger than the
industry's No. 2 player.
Kroton also refuted claims of interference in Estácio's
management ahead of regulatory approval of the takeover, a
practice known as "gun jumping," after newspaper Valor Econômico
revealed the email conversation on Friday.
Claims that Kroton could be meddling with Estácio's
management are not new to Cade.
On Sept. 12, the authority asked both companies about
information it had received that Kroton could be involved in the
dismissal of 180 Estácio executives after the takeover was
In a response a week later, Demarest confirmed 73 executives
had been fired, but denied the staff reduction was dictated by
Kroton. Estácio's legal adviser said they were linked to a
business decision unrelated to the tie-up with Kroton, according
to Cade filings.
Cade is expected to finalize analysis of the takeover by the
end of July, using the maximum 330-day limit to rule on mergers.
In February, a Cade unit made a non-binding recommendation
that the takeover be blocked. A ruling by the watchdog's
five-strong board is pending.
Cade declined to comment on whether it will require the
parties to clarify gun jumping claims during analysis of the
($1 = 3.0715 reais)
(Reporting by Ana Mano; Editing by Guillermo Parra-Bernal and