Empresa: VITRU BRASIL EMPREENDIMENTOS, PARTICIPAÇÕES E COMÉRCIO S.A.
Data: 05/12/2023 10:01:12
VITRU BRASIL EMPREENDIMENTOS, PARTICIPAÇÕES E COMÉRCIO S.A.
CNPJ nº 20.512.706/0001 -40
CVM Registered – No. 02705 -7
VITRU BRASIL EMPREENDIMENTOS, PARTICIPAÇÕES E COMÉRCIO S.A. (the ” Company “), in
compliance with the provisions of Brazilian Law No. 6,404, of December 15, 1976, as amended,
and with the regulation of the Brazilian Securities and Exchange Commission (” CVM “), particularly
with the provisions of the CVM Resolution No. 44, of August 23, 2021, as amended, and in addition
to the Material Fact disclosed by the Company on September 5, 2023 (“ September Material
Fact”), hereby informs the market that, on December 4, 2023, CVM approved the conversion of
the Company’s registration from category “B ” to category “A” pursuant to CVM Resolution No. 80,
of March 29, 2022, as amended (“ Conversion ”).
Pursuant to the September Material Fact, the Conversion is a step in the corporate restructuring
of the Company and its direct controlling company, Vitru Limited (Nasdaq: VTRU) (“ Vitru
Limited ”), that, if approved by their respective shareholders, will result in the merger of Vitru
Limited into the Company, which would be the surviving entity and would become the new
holding company for the Vitru group.
Pursuant to the applicable regulation, the Company reaffirms its commitment to keep the market
in general informed about any relevant developments related to the matters above.
Florianópolis, December 5, 2023.
Carlos Henrique Boquimpani de Freitas
Chief Financial and Investor Relations Officer
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation
of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in
any jurisdiction, nor shall there be any sale, issuance o r transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
The final terms of the proposed transaction, including any potential issuance of common shares
and/or American depositary shares, including the specific terms, remain subject to change and
will be determined at the time of such transaction. This communicat ion is being made in respect
of the proposed corporate restructuring of Vitru Limited and the Company. In connection with
the proposed transaction, the Company will file with the U.S. Securities and Exchange Commission
(the “ SEC”) a registration statement on Form F -4 that will include a prospectus of the Company
for its shares to be issued pursuant to the proposed transaction. The Company also plans to file
other documents with the SEC and the CVM regarding the proposed transaction. This
communication is no t a substitute for any registration statement, prospectus or other documents
that the Company may file with the SEC in connection with the proposed transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM
F-4 REGAR DING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Form F -4 as well as
other filings containing informati on about the Company and the proposed transaction will be
available without charge at the SEC’s Internet site (www.sec.gov).
Forward Looking Statements
This communication includes “forward -looking statements” within the meaning of the U.S. federal
securities laws. Statements contained herein that are not clearly historical in nature are forward –
looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project”
and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,”
“might,” “can,” “may,” or similar expressions are generally intended to identify forward -looking
statements. These forward -looking statements speak only as of the date hereof and are based on
Vitru Limited’s and the Company’s current plans, estimates of future events, expectations and
trends that affect or may affect our business, financial condition, results of opera tions, cash flow,
liquidity, prospects and the trading price of Vitru Limited’s common shares, and are subject to
several known and unknown uncertainties and risks, many of which are beyond Vitru Limited’s
and the Company’s control. As a consequence, curre nt plans, anticipated actions and future
financial position and results of operations may differ significantly from those expressed in any
forward -looking statements in this communication. You are cautioned not to unduly rely on such
forward -looking statements when evaluating the information presented. Neither Vitru Limited nor
the Company undertakes any obligation to update publicly or to revise any forward -looking
statements after we distribute this communication because of new infor mation, future events, or