Arco Announces Merger Completion and Becomes a Private Company
07 Dezembro 2023 - 7:19PM
Business Wire
Arco Platform Limited (Nasdaq: ARCE) (“Arco” or the “Company”),
a leading operating system for K-12 schools, announced today the
completion of the merger (the “Merger”) with Achieve Merger Sub
(“Merger Sub”), a wholly owned subsidiary of Achieve Holdings
(“Achieve”), pursuant to the previously announced agreement and
plan of merger (the “Merger Agreement”), dated as of August 10,
2023, among the Company, Achieve and Merger Sub. As a result of the
Merger, Arco became a wholly-owned subsidiary of Achieve and will
cease to be a publicly traded company.
By the terms of the Merger Agreement, which the Company’s
shareholders approved at an extraordinary general meeting held on
December 4, 2023, each Class A common share, par value US$0.00005
per share, of the Company (the “Shares”) issued and outstanding
immediately prior to the effective time of the Merger (the
“Effective Time”), other than the Excluded Shares and the
Dissenting Shares (each as defined in the Merger Agreement), has
been cancelled and ceased to exist, in exchange for the right to
receive US$14.00 in cash without interest (the “Merger
Consideration”).
The Company also announced today that it requested that trading
of the Shares on the Nasdaq Global Select Market (“Nasdaq”) be
suspended as of December 7, 2023.
In connection with the Merger, Evercore Group L.L.C. is serving
as financial advisor to the special committee of the board of
directors of the Company (the “Special Committee”); Skadden, Arps,
Slate, Meagher & Flom LLP is serving as U.S. legal counsel to
the Special Committee; Davis Polk & Wardwell LLP is serving as
U.S. legal counsel to the Company; Carey Olsen Cayman Limited is
serving as Cayman Islands legal counsel to the Special Committee;
and Maples & Calder (Cayman) LLP is serving as Cayman Islands
legal counsel to the Company.
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. 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 those
discussed in documents filed with the SEC by the Company as well as
the Schedule 13E-3 and the proxy statement 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 includes
the proxy statement) 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/.
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Investor Relations Contact Arco Platform Limited
IR@arcoeducacao.com.br https://investor.arcoplatform.com/
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