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, 16th 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
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).
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be “participants” in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered “participants” in the solicitation of proxies is set
forth in the Schedule 13E-3.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
About Arco Platform Limited (Nasdaq: ARCE)
Arco has empowered millions of students to rewrite their futures
through education. Our data-driven learning methodology,
proprietary adaptable curriculum, interactive hybrid content, and
high-quality pedagogical services allow students to personalize
their learning experience while enabling schools to thrive.
Forward-Looking Statements
This announcement contains forward-looking statements,
including, but not limited to, the anticipated timing of closing
the transaction and statements regarding the funding and
consummation of the transactions. These forward-looking statements
can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “confident” and similar statements. Statements that
are not historical or current facts, including statements about
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve factors, risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in these forward-looking statements. Such
factors, risks and uncertainties include the possibility that the
Merger will not occur on the timeline anticipated, or at all, if
events arise that result in the termination of the Agreement, or if
one or more of the various closing conditions to the Merger are not
satisfied or waived, or if the regulatory review process takes
longer than anticipated and other risks and uncertainties discussed
in documents filed with the SEC by the Company as well as the
Schedule 13E-3 and the proxy statement to be filed by the Company.
All information provided in this press release is as of the date of
the press release, and the Company undertakes no duty to update
such information, except as required under applicable law.
Further information on these and other factors is included in
filings the Company makes with the SEC from time to time, including
the section titled “Risk Factors” in the Company’s most recent Form
20-F, as well as the Form 6-K and Schedule 13E-3 (which will
include the proxy statement) to be filed by the Company. These
documents are available (or will be available when filed) on the
SEC Filings section of the Investor Relations section of the
Company’s website at: https://investor.arcoplatform.com/.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231107225358/en/
Arco Platform Limited IR@arcoeducacao.com.br https://investor.arcoplatform.com/
Arco Platform (NASDAQ:ARCE)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Arco Platform (NASDAQ:ARCE)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024