117  0 Kommentare Arco Enters into Agreement to Go Private at a Price of US$14 per Share in Cash

Arco Platform Limited (Nasdaq: ARCE) (“Arco” or “Company”), a leading operating system for K-12 schools, today announced that it has entered into a definitive agreement and plan of merger (the “Agreement”) with Achieve Holdings (“Bidders’ HoldCo”) and Achieve Merger Sub, a wholly owned subsidiary of Bidders' HoldCo (“Merger Sub”), pursuant to which investment entities affiliated with General Atlantic L.P. (“General Atlantic”) and Dragoneer Investment Group, LLC (“Dragoneer” and, together with General Atlantic, the “Bidders”) have agreed to acquire all of the outstanding Class A common shares of the Company (the “Shares”), that are not held by such parties or Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (together, the “Founders”) or their respective affiliates or the Rollover Shareholders (as defined below) (the “Public Shares”), for a purchase price of US$14.00 per Share in cash without interest (the “Per Share Merger Consideration”).

The Per Share Merger Consideration represents a 55% premium over the closing price of US$9.04 per Share on November 30, 2022, the last trading day before the Company disclosed receipt of the Bidders’ proposal (the “Proposal”) to acquire all of the Public Shares, and premiums of approximately 38% and approximately 28% to the volume-weighted average trading price of the Shares during the 30 trading days and 60 trading days, respectively, prior to and including November 30, 2022. The Per Share Merger Consideration also represents a 28% premium over the initial proposed purchase price of US$11.00 per Share as disclosed on November 30, 2022, and an 8% premium over the revised proposed purchase price of US$13.00 per Share as disclosed on May 1, 2023. The Per Share Merger Consideration values Arco at a total enterprise value of approximately US$1.5 billion.

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As previously disclosed, the Board of Directors of the Company (the “Board”) formed a special committee (the “Special Committee”) consisting of four independent directors to consider the Proposal. Following a comprehensive evaluation of the Proposal, the Special Committee and its financial and legal advisors engaged in extensive negotiations with the Bidders on pricing and other terms, including increases in price by the Bidders from the initial proposed purchase price of $11.00 per Share to the $14.00 per Share price agreed to by the parties. The Special Committee, following extensive review and analysis with the assistance of its financial advisors, determined that the Per Share Merger Consideration is fair to the holders of the Public Shares, and that the merger contemplated by the Agreement (the “Merger”) and the other transactions contemplated by the Agreement are in the best interests of the Company. Upon receiving the unanimous recommendation of the Special Committee, the Board approved the Agreement, the Merger and the other transactions contemplated by the Agreement.