Estacio's Controlling Shareholders Agree to Sell 20% of the Company's Capital Stock...

Sun May 11, 2008 9:37pm EDT
 
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Estacio's Controlling Shareholders Agree to Sell 20% of the Company's Capital
Stock to GP Investments

RIO DE JANEIRO, Brazil, May 11 /PRNewswire-FirstCall/ -- Estacio
Participacoes S.A. ("Estacio" - Bovespa: ESTC11) released today in Brazil a
Statement of Material Fact with the following terms:
    1. On May 10, 2008, Estacio's controlling shareholders executed certain
    agreements with Moena Participacoes S.A. ("Moena"), a Brazilian publicly
    held company, indirectly controlled by the GP Investments Ltd.'s  private
    equity fund GP Capital Partners IV, LP ("GP"), through which they agreed
    to sell to Moena approximately 47.1 million common shares, representing
    20% of Estacio's share capital, for the total base-price of R$259.3
    million, and a negotiated price per share of R$5.50, equivalent to R$16.50
    per unit.

    2. The transaction grants to Moena a joint control position together with
    Estacio's controlling shareholders for a certain period, pursuant to terms
    of a shareholders agreement, in which the parties will have: (i) the right
    to elect the same number of board members; (ii) the right to participate
    in the selection and hiring of the main executives and their compensation;
    and (iii) the right to approve the annual budget and acquisitions that may
    be carried out by Estacio.

    3. The payment for Estacio's shares acquisition price will be made in
    cash, in compensation for the effective transfer of these shares in
    Estacio's books and records. The transaction does not entitle a public
    offer for the acquisition of Estacio's common shares.

    4. The agreement aims to establish a strategic alliance between Estacio's
    controlling shareholders and GP to increase Estacio's value through a
    strategic management of the business, focusing on the highly attractive
    Brazilian post-secondary education sector, which has witnessed double
    digit growth rates in recent years, anchored on a sizable market with low
    penetration rates and favorable macro economic conditions.

    5. Estacio is currently listed in the Nivel 2 of Bovespa's Corporate
    Governance Rules. As part of the transaction, the Company plans to convert
    its preferred shares into common shares and migrate to the highest level
    of Corporate Governance - Novo Mercado.

    About Estacio Participacoes
    Estacio Participacoes S.A. (BOVESPA: ESTC11), the largest private
post-secondary education institution in Brazil in terms of number of enrolled
students, has approximately 198,000 undergraduate students enrolled in its
programs (03/31/2008).
SOURCE  Estacio Participacoes S.A.

Investor Relations, Carlos Lacerda, +55 (21) 2433 9789, Fernando Santino, +55
(21) 2433 9790/9791, ri@estacioparticipacoes.com

 

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