121 0 Kommentare Arco to Hold Extraordinary General Meeting of Shareholders

Arco Platform Limited (Nasdaq: ARCE) (“Arco” or “Company”), a leading operating system for K-12 schools, today announced that it has called an extraordinary general meeting of shareholders (the “EGM”), to be held on December 4, 2023 at 9:00 a.m. (Brasilia time), at Rua Augusta 2840, 16^th floor, Consolação, São Paulo — SP, Brazil, to consider and vote on, among other things, the proposal to authorize and approve the previously announced agreement and plan of merger (the “Merger Agreement”), dated as of August 10, 2023, among the Company, Achieve Holdings (“Achieve”) and Achieve Merger Sub, a wholly owned subsidiary of Achieve (“Merger Sub”), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the Merger, Merger Sub will merge with and into the Company and cease to exist, with the Company being the surviving company and becoming a wholly-owned subsidiary of Achieve (the “Merger”). If consummated, the Merger would result in the Company becoming a privately held company, and the Company’s common shares would be exchanged for a purchase price of US$14.00 per share in cash and would no longer be listed or traded on any stock exchange, including the Nasdaq Global Select Market.

The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a special committee of the Board consisting of four independent directors, authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger, and recommends that the Company’s shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.

Shareholders of record at the close of business in the Cayman Islands on November 7, 2023 will be entitled to attend and vote at the EGM and any adjournment thereof.

Additional Information About the Merger

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Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the definitive proxy statement attached as Exhibit (a)-(1) thereto (the “Schedule 13E-3”), as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), which can be obtained, along with other filings containing information about the Company, the proposed Merger and related matters, without charge, from the SEC’s website www.sec.gov. Shareholders who have questions or requests for assistance in completing and submitting proxy cards or need additional copies of the definitive proxy statement or the proxy card should contact Innisfree M&A Incorporated, the proxy solicitor, at +1 (877) 750-8307 (toll-free from the United States and Canada) or +1 (412) 232-3651 (from other countries).

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