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Abrilpar-Tarpon Pairing Proceeds as Planned

Screenshot from 2015-01-01 14:37:26

Topic:  Grupo Abril.

Posted June 4, 2014 by Grupo Abril investor relations, the CVM and the Estado de S. Paulo, which seems to be expanding into real-time information brokerage  as a business proposition akin to the Reuterses and Bloombergs.

The company controlled by Fundos Tarpon will participate as a minority shareholder in Abril Educação, while the Civita family keeps their position as controlling shareholders. Shareholders announce plans to enter Novo Mercado as soon as the operation is completed.

São Paulo, June 04, 2014 – Abrilpar, a holding company of the Civita family that controls Abril Group, and Tarpon Investimentos (TRPN3) announced today that they have signed an agreement under which Sociedade Tarpon, controlled by Fundos Tarpon, will acquire shares representing 24.21% of the voting capital and 19.91% of the total capital of Abril Educação, owned by Abrilpar and its shareholders. Abrilpar and its shareholders will still own 37.72% of the voting capital and 20.73% of the total capital of Abril Educação.

The acquisition price will be BRL 35.00 per Unit or BRL 11.67 per share. This value may be increased by at most BRL 4.00 per Unit or BRL 1.33 per share to be paid in 2017 if the Company achieves determined EBITDA values ​​accumulated during the period.

Upon completion of acquisition, Abrilpar and Sociedade Tarpon will enter into the shareholders agreement, which will bind representative shares of 45% of the voting capital of Abril Educação. Sixty percent of the bound shares are owned by Abrilpar and the remaining 40% of the bound shares are owned by Sociedade Tarpon.

The composition of the Company’s Board of Directors will be changed to give Sociedade Tarpon the right to designate three of its nine members. And the Civita family will have the right to designate four counselors, and may also nominate candidates to two independent member positions.

Within the context of this transaction, Abrilpar and Sociedade Tarpon announced the intention of Abril Educação to join Novo Mercado listing segment of BMFBovespa aimed at companies that adopt the highest standards of transparency and corporate governance, in addition to those required by the Brazilian corporate law.

For Giancarlo Civita, Chairman of Abrilpar, the negotiation reflects his family’s commitment to Abril Educação and highlights the benefits that Tarpon may bring to the company. “The entry of Fundos Tarpon in Abril Educação will allow the company to accelerate its growth and further contribute to the development of excellence and quality solutions for the Education in our country. They are partners who embrace the same values, beliefs and principles as Abril Educação does.”

Comment to come. The opening of a channel between Abril — a textbook Latin American family empire — and the investing public is significant in itself.

ABRIL EDUCAÇÃO S.A.
CNPJ/MF nº 02.541.982/0001-54
NIRE 35.300.175.832
Publicly Listed Company
MATERIAL EVENT
Dated: [December 11, 2014]

Abril Educação S.A. (the “Company”), in compliance with Paragraph 4 of Article 157 of Law No. 6,404/76 and CVM Instruction 358/02, as amended, hereby, as a complement to the material event published on June 4, 2014, informs its shareholders and the market in general that on this date, the acquisition of 32,880,263 common shares and 19,142,468 preferred shares of the Company by Thunnus
Participações S.A., a corporation controled by certain investment funds and portfolios under the discretionary management of Tarpon Gestora de Recursos S.A. (“Tarpon”), according to the terms established in the Contract to Buy and Sell Shares celebrated on June 4, 2014 between ABRILPAR Participações Ltda. and the Civita Family (“The ABRILPAR Bloc”), in their role as sellers, and Tarpon, in its capacity as buyer, such that, on this date, the ABRILPAR Bloc now controls 37.72% of the voting shares and 20.73% of the total paid-in capital of the Company, while Tarpon becomes owner of 24.21% of the voting shares and 19.91% of the Company as a whole.

In addition, in compliance with the terms of said buy-sell contract, the ABRILPAR Bloc and Tarpon celebrated on this date a Company Shareholders’ Agreement which binds common shares representing 45% of the voting shares of the Company, with 60% of the bound shares in the possession of the ABRILPAR Bloc and 40% by Tarpon, the objective being to confer certain rights of veto upon Tarpon and to regulate the election of executives and the transfer of shares issued by the Company.

The Shareholders’ Agreement of the Company has been duly filed at its corporate headquarters and will be registered in the official documents maintained by the financial institution with custody of the Company’s shares, with the annotations on the respective extracts for the purposes of compliance with Article 118 of Law No. 6,404 of December 15, 1976, as amended, such that a copy will be made available for consultation on the Web sites of the Company Companhia, the BM&FBovesp (www.bmfbovespa.com.br)
and the Comissão de Valores Mobiliários (www.cvm.gov.br).

At today’s meeting the board of directors approved the convocation of an Annual Shareholders’ Meeting (“AGE”) for September 8, 2014 in order deliberate on the migration of the Company (the “Migration”) to the special listings segment of the BM&FBOVESPA known as the Novo Mercado (“New Market”). In addition to the deliberation on Migration, shareholders will be provided a plan for the materials necessary for the Migration, including (i) the reform of the Corporate Charter to make it conform to the listing requirements of the New Market, and (ii) the conversion of the totality of preferred shares of the Company into an equal number of common shares, in the proportion of one common share per preferred share .

The proposal to convert all the Company’s preferred shares into common shares (a ratio of one per one) will also be presented for deliberation and ratification by a Special Committee of Company shareholders (“Special Committee”), to be held on the same date as the AGE.

Preferred shareholders who dissent from the deliberations mentioned above, and those who may have abstained from voting, a right to withdraw will be assured, based on the shareholder’s position at day’s end, August 7, 2014.

The final day of trading in the preferred shares and the certificates of deposit representing Company shares — “units” — whose respective codes will be cancelled, will be announced to the market in a timely manner.

More information on the Migration may be obtained in the documents published by the Company on the preset date, including the board proposal regarding the matters subject to the order of the day for the AGE and Special Assembly.

The company will keep its shareholders and the market in general apprised of any changes in the matters subject of this Material Event.

São Paulo, August 27 2014
Guilherme Alves Mélega
VP Finance & Administration and
Director of Investor Relations