Arco Signs Definitive Agreement to Acquire isaac - Seite 3

isaac's founding shareholders will be subject to a lock-up period of 3 years from the closing date in respect of their Arco shares, with 1/3 of their Arco shares being released each year.

After the closing of the Transaction, isaac will become an operating unit of Arco and will continue to be led by CEO David Peixoto and CSO Ricardo Sales, founders of isaac.

isaac’s shareholders will enter into certain non-competition, non-solicitation and non-interference covenants at the closing of the Transaction.

The board of directors of each of Arco and isaac have approved the Transaction. The Transaction is subject to customary closing conditions, including receipt of antitrust and other regulatory approvals. The Transaction is expected to close within the 2022 fiscal year.

Davis Polk & Wardwell LLP and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados served as legal advisors to Arco. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP and Lefosse served as legal advisor to isaac and its selling shareholders. Arco engaged J.P. Morgan Securities LLC to provide a fairness opinion to its Board of Directors in respect of the consideration to be paid in the Transaction.

Transaction Conference Call Information

Arco will discuss the Transaction today, October 6^th, 2022, via a conference call at 6:00 p.m. Eastern Time (7:00 p.m. Brasilia Time). To access the call, please dial: [phone], [phone] or [phone]. For an enhanced audio connection investors may connect through Web Phone (access code: 7636515).

An audio replay of the call will be available through October 12^th, 2022, by dialing [phone] and entering access code 1608874#. A live and archived webcast of the call will be available on the Investor Relations section of the Arco website at https://investor.arcoplatform.com/.

About Arco Platform Limited (Nasdaq: ARCE)

Arco has empowered hundreds of thousands 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 press release contains forward-looking statements pertaining to Arco Platform Limited (the “Company”) within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company’s expectations or predictions of future financial or business performance. The successful achievement of the matters covered by statements herein involves substantial known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by such statements. You should not rely upon forward-looking statements as predictions of future events. Forward looking statements are made on the basis of the Company’s current expectations and projections relating to its financial conditions, result of operations, plans, objectives, future performance and business, and these statements are not guarantees of future performance.