Business
Laureate Provides Update on Sale of Brazilian Operations
Receives Superior, All-Cash Proposal from Ânima Holding in “Go-Shop” Process Resolves to Fight Litigation Initiated by Ser Educacional BALTIMORE, Oct. 21,
About this update from Laureate Education, Inc.
[{"type":"text","content":"Receives Superior, All-Cash Proposal from Ânima Holding in “Go-Shop” Process\n Resolves to Fight Litigation Initiated by Ser Educacional BALTIMORE, Oct. 21, 2020 (GLOBE NEWSWIRE) -- Laureate Education, Inc. (NASDAQ: LAUR) announced today that the Company has received an all-cash offer for its Brazilian operations from Ânima Holding S.A. (B3: ANIM3), which the Board of Directors has determined is superior to its agreement with Ser Educacional S.A. (B3: SEER3). At the same time, it announced that it will fight litigation initiated by Ser Educacional which had previously agreed to acquire the business. Ânima’s proposal is approximately R$500 million higher than what Ser agreed to pay considering Ser’s closing share price on October 20, 2020. There is also an incremental earn-out of R$200 million of purchase price that Laureate could receive based on certain metrics being achieved. In addition, Anima will pay the R$180 million termination fee due to Ser. Laureate intends to terminate its transaction agreement with Ser as soon as possible and enter into a definitive binding agreement with Ânima. Under terms of the “go-shop” process agreed upon with Ser, Laureate had the right to solicit and engage in discussions with respect to a competing proposal for the acquisition of its Brazilian operations from third parties until 12:01 A.M. (New York time) on October 13, 2020. Prior to the expiration of the “go-shop” period, Laureate received a competing proposal from Ânima, which on October 12, 2020 Laureate’s Board of Directors determined constituted a superior proposal as defined in the transaction agreement. On October 13, 2020, Laureate notified Ser of the competing and superior proposal, and Ser had the right, for a period of five business days, to match Ânima’s proposal. On October 20, 2020, instead of submitting a matching proposal before the expiration of the match period, Ser informed Laureate that it had obtained a partial and temporary injunction solely with respect to termination of the transaction agreement and without a ruling on the merits of the superior proposal, which will be addressed after Laureate files its response. Laureate intends to vigorously pursue its right to terminate the transaction agreement with Ser and to complete the sale of its Brazilian operations according to the terms of the superior proposal. Forward-Lo...