Vitru Announces Proposed Group Restructuring and Migration of Listing

FLORIANÓPOLIS, Brazil, Sept. 05, 2023 (GLOBE NEWSWIRE) -- Vitru Limited (Nasdaq: VTRU) (“Vitru”) today announced that on September 4, 2023, its board of directors has approved a corporate restructuring proposal, subject to the approval of its shareholders. If approved, the proposal would merge Vitru into its wholly-owned subsidiary, Vitru Brasil Empreendimentos, Participações e Comércio S.A., a Brazilian corporation (sociedade anônima) (“Vitru Brazil”), pursuant to which Vitru Brazil would be the surviving entity and would become the new holding company for the Vitru group.

Pursuant to the merger, all the outstanding common shares of Vitru would be exchanged for common shares of Vitru Brazil, and as a result, the share ownership of Vitru Brazil would be the same as the share ownership of Vitru immediately prior to the completion of the transaction. Vitru Brazil intends to list its common shares under the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (the “B3”). If the merger is completed, the Vitru shares are expected to be delisted from the Nasdaq Global Select Market (“Nasdaq”) and deregistered under the U.S. Securities Exchange Act of 1934.

It is expected that Vitru Brazil will set up a temporary American depositary shares (“ADS”) program to facilitate the delivery of common shares of Vitru Brazil to holders of common shares of Vitru Cayman. However, Vitru Brazil does not intend to list such ADSs on any stock exchange and intends to terminate such ADS program as soon as practicable after completion of the merger.

“While Vitru has benefited from its listing on the Nasdaq Global Select Market since our IPO in 2020, we believe that having our shares listed on the B3 in Brazil will open opportunities for us to attract a greater number of Brazilian individual investors and investment funds who, legally or in practice, are prevented from trading our shares. Ultimately, these factors may result in increased stock liquidity,” commented Pedro Jorge Graça and William de Matos Silva, Co-CEOs of Vitru and Executive Officers of Vitru Brazil.

The following graphics show the expected structure of the company prior to and upon completion of the proposed transaction.

Vitru Group simplified structure prior to the Proposed Transaction

Vitru Group simplified structure after the Proposed Transaction

The proposed transaction, if approved, is expected to close in the fourth quarter of 2023 or the first quarter of 2024, subject to the satisfaction of certain conditions, including (a) shareholder approval by the requisite majority of two-thirds of the votes casted by Vitru shareholders, the approval of the proposed transaction by the relevant corporate bodies of Vitru Brazil and by the holders of Vitru Brazil debentures; (b) the effectiveness of a registration statement on Form F-4 in respect of the common shares of Vitru Brazil; (c) the conversion of Vitru Brazil’s registration granted by the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) from category “B” to “A”; (d) the listing of Vitru Brazil’s shares on the Novo Mercado; and (e) the parties having performed their obligations under the merger documents.