Somos Educação S.A

Somos Educação — Abril Educação — Merger or Acquisition (February 2013)

17 slides from Somos Educação's merger presentation, February 2013

  1. Slide 1: Acquisition of Wise Up

    Abril 2011 February 2013 Acquisition of Wise Up Confidencial Apresentação para Analistas

  2. Slide 2: Agenda

    Agenda SECTION 1 Transaction Summary SECTION 2 Wise Up Overview 2

  3. Slide 3: Section 1: Transaction Summary

    Section 1: Transaction Summary

  4. Slide 4: Transaction Summary

    Transaction Summary The Transaction Acquisition of 100% of Grupo Ometz (“Wise Up”) Purchase Price Enterprise Value of R$877 mm(1)(2) R$373 mm in shares to be issued by Abril Educação (43.33% of the acquisition price) Transaction R$487 mm in cash (56.67% of the acquisition price), of which: Structure

  5. Slide 5: Business Rationale

    Strategic Rationale Attractive Market Fundamentals: Low penetration of English speakers in the population; strong demand for courses and consolidation opportunities Business Rationale Unique Business Model: Innovative and high quality learning system; differentiated sales approach; relevant geograph

  6. Slide 6: The New Abril Educação

    The New Abril Educação Net Revenues Breakdown by Business (LTM)(1) (2) + Publishing Language Training 58% 16% Own Own Schools Schools Publishing 16% 49% 19% Learning Systems Language Training Learning Systems 23% 100% 19% R$854 mm R$163 mm R$1,016 mm EBITDA Breakdown by Business (LTM)(1) (2) (3) + O

  7. Slide 7: Section 2: Wise Up Overview

    tf Abril epucacdo Section 2: Wise Up Overview

  8. Slide 8: Company Overview

    Company Overview Overview Financial and Operational Highlights (1) # of Franchises Evolution One of the largest language training players in Brazil with 395 41.2% franchises in operation 338 338 in Brazil 267 196 21 abroad 120 36 in offshore oil platforms Wise Up has approximately 76 thousand studen

  9. Slide 9: Unique Business Model

    Unique Business Model Business Model Main Brands Launching Course Brands # of Students Target Public Enrollment + Year Duration Tuition Payment A and B 53.1 1995 income 18 months thousand classes Students Franchisees Revenue from Teenagers of Materials Sold Training and 6.1 A and B 2011 42 months Su

  10. Slide 10: Innovative Learning System

    Innovative Learning System Wise Up Methodology User Friendly Materials Differentiates from the traditional English schools Includes class preparations, exercises and specific First player to offer standardized short duration courses (18 to 24 Books lessons months vs. average of 5 to 8 years) Only of

  11. Slide 11: Differentiated Sales Approach

    Differentiated Sales Approach Television Advertisements with Top Celebrities Commercial DNA 1 – Company founded by professionals with sales background Proactive Commercial Team FIFA Partnership – Sales team with more than 800 professionals 2 employed by franchisees, but constantly trained and manage

  12. Slide 12: Official Sponsor of FIFA's World Cup

    Official Sponsor of FIFA’s World Cup 2 1 Unique English school to sponsor the event 3 Only English school Official Sponsor to be used by FIFA for of FIFA’s World training volunteers Cup in 2014 4 Great opportunity to strengthen brand awareness 12

  13. Slide 13: Relevant Geographic Expansion Potential

    Relevant Geographic Expansion Potential USA 4 franchises in Orlando Colombia 10 franchises in Bogota China 1k 3 1 franchise in Pequim 2k 11 3k 16 Argentina 6 franchises in Buenos Aires 64k 271 395 franchises in operation 6k 37 338 in Brazil 21 abroad 36 in offshore oil platforms Number of Students E

  14. Slide 14: Management Team with Strong Leadership

    Management Team with Strong Leadership Flávio Augusto da Silva CEO Sergio Edio Alberti Sérgio Sandro Carlos Augusto Barreto Leonardo Mário Magalhães Sant’Anna Serzedello Moreira Content Bossan Commercial Operations Marketing CFO Development Production 17 11 16 16 15 11 1 Years at Wise Up Long Term R

  15. Slide 15: Financial and Operational Highlights

    Financial and Operational Highlights Number of Franchises (2) Number of Students Enrolled (‘000) CAGR 09-12: CAGR 09-12: 41.2% 29.5% 76 338 67 267 50 196 35 120 2009 2010 2011 2012E 2009 2010 2011 2012E Net Revenues (R$ mm) (1) Adjusted EBITDA(1)(3)(R$ mm) and EBITDA Margin (%) CAGR 09-12: 41.8% CAG

  16. Slide 16: Financial and Operational Highlights

    Financial and Operational Highlights Estimated ROIC for 2012(1),(2) High Operational Scalability R$ mm (except when noted) Efficiency Net Revenues 162.8 EBITDA 85.6 High EBITDA Margins EBITDA Margin (%) 52.6% Margins 45% - 55% Depreciation and Amortization (1.1) EBIT 84.5 (-) Income Taxes @ 34% (28.

  17. Slide 17: Disclaimer

    Disclaimer Investor Relations ri@abrileducacao.com.br www.abrileducacao.com.br/investors Legal Disclaimer This document must not be considered a recommendation for investment in the Units. Before investing in the Units, the investors should conduct their own analysis and valuation of the Company, it

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