Vitru’s board approves merger into Vitru Brazil Empreendimentos subsidiary

Vitru announced that on September 4, 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, Participacoes e Comercio, a Brazilian corporation, 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, Balcao, or B3. If the merger is completed, the Vitru shares are expected to be delisted from the Nasdaq Global Select Market 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 program to facilitate the delivery of common shares of Vitru Brazil to holders of common shares of Vitru Cayman. The proposed transaction, if approved, is expected to close in the Q4 or the Q1 of 2024, subject to the satisfaction of certain conditions. The final terms of the proposed transaction remain subject to change and will be determined at the time of such transaction.