Estacio Participacoes S.A. Material Fact: ESM - Conversion of Shares and Shareholders'...

Estacio Participacoes S.A. Material Fact: ESM - Conversion of Shares and
Shareholders' Agreement

RIO DE JANEIRO, Brazil, June 4 /PRNewswire-FirstCall/ -- Estacio
Participacoes S.A. (Bovespa: ESTC 11), the largest post-secondary institution
in Brazil in terms of numbers of students enrolled ("Company"), in compliance
with CVM Rule 358/02, announced today that:
1. On this date, Moena Participacoes S.A. ("Moena"), a company that is
part of GP Investments Group, concluded the acquisition of forty-seven
million, one hundred and fifty-one thousand and forty (47,151,040)
common shares representing twenty percent of the Company's total
capital stock, previously held by the controlling shareholders of the
Company. The property of the shares was effectively transferred.

2. A Shareholders' Agreement between the Company's current controlling
shareholders and Moena was executed on this date, which included
provisions regarding the following matters: (i) exercise of the voting
right on an integrated manner; (ii) co-management of the Company; and
(iii) restriction to the trading of shares issued by the Company. The
Shareholders' Agreement was registered at the Company's headquarters
and will be made available to the general public on this date, through
CVM's Periodic and Eventual Information System ("IPE").

3. Furthermore, the Company's Extraordinary Shareholders' Meeting held on
this date approved, among other matters, the change in the composition
of the Company's Board of Directors and Fiscal Council; and the
conversion of all preferred shares into common shares, at the ratio of
one (1) common share for one (1) preferred share, with prior
authorization of the Preferred Shareholders Special Meeting, also held
on this date, pursuant to article 136, paragraph 1 of Brazilian
Corporate Law 6,404/76. Dissenting preferred shareholders in relation
to the resolution of converting the shares may exercise their right of
withdrawal, pursuant to article 137 of Law 6,404/76, so as to withdraw
from the Company, at the reimbursement amount of R$ 1.7195 per share
(i.e. the equivalent to R$ 5.1585 per UNIT), in accordance with the
Company's shareholders' equity as of December 31, 2007. The right of
withdrawal may only be exercised in relation to the shares held on May
11, 2008.

SOURCE Estacio Participacoes S.A.

Investors: Carlos Lacerda, +55-21-2433-9789, or Fernando Santino,
+55-21-2433-9790, or +55-21-2433-9791, ri@estacioparticipacoes.com, both for
Estacio Participacoes S.A.