2018

Sale of Somos Educação to Kroton, Largest M & A transaction in the history of the K12 education sector in Brazil

Tarpon's financial advisor in the sale of his entire stake in Somos Educação to Kroton Educacional, for a valuation of the Company of R $ 7.5 billion, representing a premium of 66% for the market price.

Transaction Structure

• Kroton Educacional SA, through its subsidiary Saber Serviços Educacionais Ltda., And Somos Educação SA, through its controller, Tarpon Gestora de Recursos SA, entered into a Purchase and Sale Agreement for Shares and Other Covenants for the purchase and sale of equity interest representing the control of Somos
• The agreement provides for the payment of R $ 23.75 per share of Somos, valuing the Company at R $ 7.5 billion, including net debt
• Tarpon will receive 90% of the total spot price at the close of the transaction, for its 73.35% stake, which represents R $ 4.1 billion
• In addition, Kroton will hold a Tender Offer for the acquisition of shares issued by Somos, held by minority shareholders, representing 26.65% of the Company's shares, bringing the total amount disbursed in the transaction to R $ 6.2 billion, in addition to assuming net debt of R $ 1.3 billion (4Q 2017)

Transaction Highlights

• Largest M & A transaction in the history of the K12 education sector in Brazil
• R $ 23.75 per share, representing a premium of 66% for the market value of the share at the closing prior to the announcement of the transaction, with 90% cash payment

Combined Company Overview

Creation of the largest Company in the K12 segment of Brazil, serving 85 thousand teachers in its own schools and partners, more than 1.7 million teachers in public schools, 1.2 million students in education systems and 33 million student users of books didactic