{"success":true,"data":{"pressRelease":{"id":"151503","rtpr_id":"nBw3sKLsja-20260924","ticker":"AFYA","exchange":"NASDAQ","all_tickers":["AFYA","YDUQ3"],"title":"Afya Limited and Yduqs Participações S.A. Enter Into Merger Agreement","author":"Business Wire","published_at":"2026-09-24T01:09:00.100Z","article_body":"Afya Limited and Yduqs Participações S.A. Enter Into Merger Agreement\n\nAfya Limited (Nasdaq: AFYA; B3: A2FY34) (“Afya” or the “Company”),\nannounced today that it has entered into a binding merger agreement with Yduqs\nParticipações S.A. (B3: YDUQ3) (“Yduqs” and, together with Afya, the\n“Companies”) providing for a business combination of the two companies\n(the “Proposed Transaction”).\n\nThe Proposed Transaction brings together two major Brazilian higher education\nplatforms. Afya is one of Brazil’s leading medical education groups, based\non the number of medical school seats, while Yduqs is one of Brazil’s\nleading higher education groups.\n\nUnder the terms of the definitive agreements, Afya would merge into Yduqs,\nwith Yduqs continuing as the surviving entity (the “Combined Company”) and\nbecoming the holding company for the combined group. Upon completion of the\nProposed Transaction, the common shares of the Combined Company would continue\nto be listed solely on B3 S.A. – Brasil, Bolsa, Balcão (the “B3”) under\nthe Novo Mercado segment. See “—Eligibility”.\n\nThe Proposed Transaction is subject to the satisfaction or waiver of certain\nconditions, including (a) approval by Afya and Yduqs shareholders; (b)\nantitrust approval in Brazil; (c) certain third-party consents; (d) the\nabsence of any material adverse effect, and (e) certain other customary\nclosing conditions.\n\nTransaction Structure\n\nIf approved by the shareholders of both companies, Afya would merge into Yduqs\nunder Section 237 of the Cayman Islands Companies Act and Articles 224 to 227\nof the Brazilian Corporations Law.\n\nAt the effective time of the merger, Afya would cease to exist as a separate\nlegal entity and its assets and liabilities would vest in Yduqs. Afya’s\nClass A common shares would be delisted from Nasdaq and the common shares of\nthe Combined Company would remain listed only on B3. Each Class A and Class B\ncommon share of Afya would be canceled and converted into the right to receive\nnewly issued common shares of the Combined Company. The exchange ratio for the\nProposed Transaction has been set such that Afya shareholders would hold 69.0%\nand existing Yduqs shareholders 31.0% of the Combined Company on a fully\ndiluted basis, which will result in Erste WV Gütersloh GmbH\n(“Bertelsmann”) holding 47.4% of the Combined Company.\n\nEligibility\n\nThe common shares of the Combined Company to be delivered in the merger have\nnot been and will not be registered under the U.S. Securities Act of 1933, as\namended (the “Securities Act”), and will be delivered only in transactions\nexempt from, or not subject to, the registration requirements of the\nSecurities Act or the U.S. Securities Exchange Act of 1934, as amended.\n\nAccordingly, and as more fully described in the transaction documents to be\nmade available to shareholders:\n\n\n * Eligible shareholders. Afya shareholders who (i) deliver a valid\ncertification, in accordance with procedures to be established by Afya and\nYduqs (an “Eligibility Certification”), confirming that they are a\nqualified institutional buyer as defined in Rule 144A under the Securities Act\n(a “QIB”), an institutional accredited investor as defined in Rule 501(a)\nunder the Securities Act (an “institutional accredited investor”), or a\nnon-U.S. person within the meaning of Regulation S under the Securities Act (a\n“non-U.S. person”), or (ii) are persons to whom an offer of common shares\nof the Combined Company can otherwise be made pursuant to an available\nexemption from registration under the Securities Act (together, “Eligible\nShareholders”), will be entitled to receive common shares of the Combined\nCompany as merger consideration.\n\n\n * Ineligible shareholders. Afya shareholders that are not Eligible Shareholders\n(“Ineligible Shareholders”) will not receive common shares of the Combined\nCompany. Instead, the common shares of the Combined Company that would\notherwise have been issued to those Ineligible Shareholders are expected to be\nsold following closing on the B3 by a broker or other agent designated by the\nCombined Company, and the net cash proceeds of those sales are expected to be\ndistributed to the Ineligible Shareholders. Neither Afya nor Yduqs makes any\nrepresentation as to the amount or timing of any net cash proceeds that may be\ndistributed under these mechanics, which will depend on market prices for the\ncommon shares of the Combined Company on the B3 at the time of sale,\napplicable costs and taxes, and prevailing exchange rates. For the purposes of\nU.S. securities laws, the Company is not soliciting the votes of Ineligible\nShareholders at the meeting of shareholders to approve the Proposed\nTransaction.\n\nThis release is not an offer of securities in the United States or to any\nperson who has not satisfied applicable eligibility conditions. Only Afya\nshareholders who (i) deliver a valid certification that they are a QIB, an\ninstitutional accredited investor, or a non-U.S. person, or (ii) are persons\nto whom an offer of common shares of the Combined Company can otherwise be\nmade pursuant to an available exemption from registration under the Securities\nAct, will be entitled to receive common shares of the Combined Company as\nmerger consideration. U.S. persons who are not QIBs, institutional accredited\ninvestors or persons to whom an offer can otherwise be made pursuant to an\nexemption from the registration requirements of the Securities Act are\nexpected instead to receive net cash proceeds from a post-closing sale\nprocess.\n\nExchange Ratio and Other Key Terms\n\nA locked box mechanism was chosen for the Proposed Transaction, pursuant to\nwhich the economic terms, including the exchange ratio, were determined by\nreference to the financial position of the Companies as of June 30, 2026 (the\n“Locked Box Date”), resulting in 6.408347 new Yduqs shares for each Afya\nshare. This exchange ratio will not be subject to adjustment, except solely\nfor arithmetic adjustments resulting from share splits, reverse share splits,\nbonus share issuance, capitalization of reserves through the issuance of\nshares, share dividends or issuance of shares under existing incentive plans\nof the Companies (provided that no such adjustment shall apply to grants\ncurrently outstanding and already reflected in the fully diluted calculation\nused as basis for the exchange ratio) between the present date and the closing\nof such Proposed Transaction, in accordance with the terms of the Merger\nAgreement.\n\nAlso, the exchange ratio shall apply regardless of any changes to the\nCompanies’ businesses, EBITDA or improvements or decreases in their results\nor profitability prospects, and/or due to a variation in the trading price of\nany securities issued by the Companies, in each case subject to the locked box\nprovisions and the conduct of business covenants applicable until the closing\nof the Proposed Transaction.\n\nAfya expects to distribute the adjusted free cash flow (as defined in the\nMerger Agreement) generated by Afya from the Locked Box Date until the closing\nof the Proposed Transaction. The Merger Agreement governs permitted\ndistributions by the Companies prior to the closing of the Proposed\nTransaction and provides for an economic equalization (top-up) mechanism in\nfavor of Afya if distributions made by Yduqs exceed the net cash generated by\nit during the relevant period.\n\nThe locked box also contains mechanisms designed to prevent or compensate for\nany improper transfer of value to their respective shareholders or related\nparties. In addition, until the closing of the Proposed Transaction, the\nCompanies will be required to conduct their businesses in the ordinary course\nand comply with restrictions on certain extraordinary actions.\n\nThe Merger Agreement provides for certain break-up fee mechanisms designed to\nprotect the parties under specified circumstances. Prior to the approval of\nthe Proposed Transaction by the general meetings of Afya and Yduqs, a\ncompensatory break-up fee of R$325 million may become payable if either\ncompany breaches certain obligations relating to the convening and holding of\nits respective shareholders’ meeting, the exclusivity undertaking, as well\nas in the event a competing transaction is approved or consummated, in each\ncase subject to the terms and conditions set forth in the Merger Agreement.\n\nFollowing approval of the Transaction by the general meetings of both\nCompanies, a compensatory break-up fee of R$650 million may become payable if\neither Afya or Yduqs fails to satisfy closing conditions for which it is\nresponsible or, once all closing conditions have been satisfied or validly\nwaived, fails to consummate the Transaction, subject to the exceptions and\nconditions expressly provided for in the Merger Agreement.\n\nNo break-up fee will be payable solely as a result of the Proposed Transaction\nnot being approved by the shareholders of Afya or Yduqs at their respective\ngeneral meetings, provided that such rejection is not attributable to a breach\nof the obligations undertaken by either company under the Merger Agreement and\nthat no competing transaction is approved or consummated, in each case subject\nto the terms of the Merger Agreement. No break-up fee will be due or payable\nif the Brazilian antitrust authority rejects the Proposed Transaction, in the\nevent of a material adverse effect, or upon the occurrence of other\ncircumstances specifically set forth in the Merger Agreement.\n\nThe consummation of the Proposed Transaction shall occur no later than March\n31, 2028, subject to the extension provisions set forth in the Merger\nAgreement.\n\nVoting Agreement\n\nAlso on this date, Bertelsmann, Nicolau Esteves (“Esteves”), Rose Fundo de\nInvestimento em Participações Multiestratégia (“Advent”) and Chaim\nZaher (“CZ”) (being the last two shareholders of Yduqs), entered into a\nvoting agreement pursuant to which they have agreed to vote their shares in\nfavor of the Proposed Transaction in the respective shareholders meeting of\neach company (“Voting Agreement”), with specific break-up fees to such\nentities/individuals in case of a breach of their obligation to vote, on a\nseveral and non-joint basis.\n\nGovernance; Shareholders’ Agreements;\n\nThe Combined Company will have a Board of Directors composed of up to 13\nmembers. Bertelsmann will have the right to appoint the majority of the board,\nand each of the following would appoint 1 member: Esteves, Advent and CZ,\nsubject to the shareholders’ agreement referred to below being entered into.\nIndependent members will also be appointed as required by Novo Mercado at B3.\nSuch rights would be subject to the terms and conditions contained in a\nshareholders’ agreement that Bertelsmann, Esteves, Advent and CZ will enter\ninto on the closing date of the Proposed Transaction, subject to certain\nconditions set forth in the Merger Agreement and the Voting Agreement. This\nshareholders’ agreement would also set forth a 180-day lock-up obligation\nwith respect to all or a portion of the shares issued by the Combined Company\nheld by such shareholders, as applicable.\n\nIn addition, a second shareholders’ agreement of the Combined Company will\nbe entered into on the closing date of the Proposed Transaction between\nBertelsmann and Esteves Family, continuing their existing relationship in the\nCombined Company.\n\nAfya’s advisors in connection with the Proposed Transaction included Bank of\nAmerica Merrill Lynch Banco Múltiplo S.A.. as financial advisor, Demarest\nAdvogados, as Brazilian counsel, Caminati Bueno Advogados, as Brazilian\nantitrust counsel, Maples and Calder (Cayman) LLP, as Cayman Islands counsel\nand Davis Polk & Wardwell LLP, as United States counsel.\n\nAbout Afya Limited\n\nAfya is a leading medical education group in Brazil based on the number of\nmedical school seats, delivering an end-to-end physician-centric ecosystem\nthat serves and empowers students and physicians to transform their ambitions\ninto rewarding lifelong experiences from the moment they join us as medical\nstudents through their medical residency preparation, graduation program,\ncontinuing medical education activities and offering medical practice\nsolutions to help doctors enhance their healthcare services through their\nwhole career.\n\nForward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nthe Private Securities Litigation Reform Act of 1995, which statements involve\nsubstantial risks and uncertainties. All statements other than statements of\nhistorical fact could be deemed forward-looking, including without limitation,\nstatements regarding the expected structure, timing and completion of the\nProposed Transaction, the receipt of the antitrust approval, and other\nrequired approvals, the exchange ratio and the resulting 69.0%/31.0% ownership\nsplit, the operation of the certification and post-closing sale mechanics\ndescribed above, and any expected benefits or synergies of the Proposed\nTransaction.\n\nThe Company assumes no obligation to update any forward-looking statements\nmade in this press release to reflect events or circumstances occurring after\nits publication, nor to incorporate new information or the occurrence of\nunanticipated events, except as required by law. The achievement or success of\nthe matters covered by such forward-looking statements involves known and\nunknown risks, uncertainties and assumptions. If any of these risks or\nuncertainties materialize or if any of the assumptions prove incorrect, our\nresults could differ materially from those expressed or implied by the\nforward-looking statements we make.\n\nDisclaimer\n\nThis communication is not intended to and does not constitute an offer to sell\nor the solicitation of an offer to subscribe for or buy or an invitation to\npurchase or subscribe for any securities in any jurisdiction, nor shall there\nbe any sale, issuance or transfer of securities in any jurisdiction in\ncontravention of applicable law. No offer of securities shall be made except\nin transactions exempt from, or not subject to, the registration requirements\nof the Securities Act or the U.S. Securities Exchange Act of 1934, as amended.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260923952840/en/\n(https://www.businesswire.com/news/home/20260923952840/en/)\n\nInvestor Relations Contact:\n\nAfya Limited\n\nir@afya.com.br (mailto:ir@afya.com.br)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw3sKLsja-20260924","title":"Afya Limited and Yduqs Participações S.A. Enter Into Merger Agreement","author":"Business Wire","ticker":"AFYA","created":"2026-09-24T01:09:00.100Z","tickers":["AFYA","YDUQ3"],"exchange":"NASDAQ","article_body":"Afya Limited and Yduqs Participações S.A. Enter Into Merger Agreement\n\nAfya Limited (Nasdaq: AFYA; B3: A2FY34) (“Afya” or the “Company”),\nannounced today that it has entered into a binding merger agreement with Yduqs\nParticipações S.A. (B3: YDUQ3) (“Yduqs” and, together with Afya, the\n“Companies”) providing for a business combination of the two companies\n(the “Proposed Transaction”).\n\nThe Proposed Transaction brings together two major Brazilian higher education\nplatforms. Afya is one of Brazil’s leading medical education groups, based\non the number of medical school seats, while Yduqs is one of Brazil’s\nleading higher education groups.\n\nUnder the terms of the definitive agreements, Afya would merge into Yduqs,\nwith Yduqs continuing as the surviving entity (the “Combined Company”) and\nbecoming the holding company for the combined group. Upon completion of the\nProposed Transaction, the common shares of the Combined Company would continue\nto be listed solely on B3 S.A. – Brasil, Bolsa, Balcão (the “B3”) under\nthe Novo Mercado segment. See “—Eligibility”.\n\nThe Proposed Transaction is subject to the satisfaction or waiver of certain\nconditions, including (a) approval by Afya and Yduqs shareholders; (b)\nantitrust approval in Brazil; (c) certain third-party consents; (d) the\nabsence of any material adverse effect, and (e) certain other customary\nclosing conditions.\n\nTransaction Structure\n\nIf approved by the shareholders of both companies, Afya would merge into Yduqs\nunder Section 237 of the Cayman Islands Companies Act and Articles 224 to 227\nof the Brazilian Corporations Law.\n\nAt the effective time of the merger, Afya would cease to exist as a separate\nlegal entity and its assets and liabilities would vest in Yduqs. Afya’s\nClass A common shares would be delisted from Nasdaq and the common shares of\nthe Combined Company would remain listed only on B3. Each Class A and Class B\ncommon share of Afya would be canceled and converted into the right to receive\nnewly issued common shares of the Combined Company. The exchange ratio for the\nProposed Transaction has been set such that Afya shareholders would hold 69.0%\nand existing Yduqs shareholders 31.0% of the Combined Company on a fully\ndiluted basis, which will result in Erste WV Gütersloh GmbH\n(“Bertelsmann”) holding 47.4% of the Combined Company.\n\nEligibility\n\nThe common shares of the Combined Company to be delivered in the merger have\nnot been and will not be registered under the U.S. Securities Act of 1933, as\namended (the “Securities Act”), and will be delivered only in transactions\nexempt from, or not subject to, the registration requirements of the\nSecurities Act or the U.S. Securities Exchange Act of 1934, as amended.\n\nAccordingly, and as more fully described in the transaction documents to be\nmade available to shareholders:\n\n\n * Eligible shareholders. Afya shareholders who (i) deliver a valid\ncertification, in accordance with procedures to be established by Afya and\nYduqs (an “Eligibility Certification”), confirming that they are a\nqualified institutional buyer as defined in Rule 144A under the Securities Act\n(a “QIB”), an institutional accredited investor as defined in Rule 501(a)\nunder the Securities Act (an “institutional accredited investor”), or a\nnon-U.S. person within the meaning of Regulation S under the Securities Act (a\n“non-U.S. person”), or (ii) are persons to whom an offer of common shares\nof the Combined Company can otherwise be made pursuant to an available\nexemption from registration under the Securities Act (together, “Eligible\nShareholders”), will be entitled to receive common shares of the Combined\nCompany as merger consideration.\n\n\n * Ineligible shareholders. Afya shareholders that are not Eligible Shareholders\n(“Ineligible Shareholders”) will not receive common shares of the Combined\nCompany. Instead, the common shares of the Combined Company that would\notherwise have been issued to those Ineligible Shareholders are expected to be\nsold following closing on the B3 by a broker or other agent designated by the\nCombined Company, and the net cash proceeds of those sales are expected to be\ndistributed to the Ineligible Shareholders. Neither Afya nor Yduqs makes any\nrepresentation as to the amount or timing of any net cash proceeds that may be\ndistributed under these mechanics, which will depend on market prices for the\ncommon shares of the Combined Company on the B3 at the time of sale,\napplicable costs and taxes, and prevailing exchange rates. For the purposes of\nU.S. securities laws, the Company is not soliciting the votes of Ineligible\nShareholders at the meeting of shareholders to approve the Proposed\nTransaction.\n\nThis release is not an offer of securities in the United States or to any\nperson who has not satisfied applicable eligibility conditions. Only Afya\nshareholders who (i) deliver a valid certification that they are a QIB, an\ninstitutional accredited investor, or a non-U.S. person, or (ii) are persons\nto whom an offer of common shares of the Combined Company can otherwise be\nmade pursuant to an available exemption from registration under the Securities\nAct, will be entitled to receive common shares of the Combined Company as\nmerger consideration. U.S. persons who are not QIBs, institutional accredited\ninvestors or persons to whom an offer can otherwise be made pursuant to an\nexemption from the registration requirements of the Securities Act are\nexpected instead to receive net cash proceeds from a post-closing sale\nprocess.\n\nExchange Ratio and Other Key Terms\n\nA locked box mechanism was chosen for the Proposed Transaction, pursuant to\nwhich the economic terms, including the exchange ratio, were determined by\nreference to the financial position of the Companies as of June 30, 2026 (the\n“Locked Box Date”), resulting in 6.408347 new Yduqs shares for each Afya\nshare. This exchange ratio will not be subject to adjustment, except solely\nfor arithmetic adjustments resulting from share splits, reverse share splits,\nbonus share issuance, capitalization of reserves through the issuance of\nshares, share dividends or issuance of shares under existing incentive plans\nof the Companies (provided that no such adjustment shall apply to grants\ncurrently outstanding and already reflected in the fully diluted calculation\nused as basis for the exchange ratio) between the present date and the closing\nof such Proposed Transaction, in accordance with the terms of the Merger\nAgreement.\n\nAlso, the exchange ratio shall apply regardless of any changes to the\nCompanies’ businesses, EBITDA or improvements or decreases in their results\nor profitability prospects, and/or due to a variation in the trading price of\nany securities issued by the Companies, in each case subject to the locked box\nprovisions and the conduct of business covenants applicable until the closing\nof the Proposed Transaction.\n\nAfya expects to distribute the adjusted free cash flow (as defined in the\nMerger Agreement) generated by Afya from the Locked Box Date until the closing\nof the Proposed Transaction. The Merger Agreement governs permitted\ndistributions by the Companies prior to the closing of the Proposed\nTransaction and provides for an economic equalization (top-up) mechanism in\nfavor of Afya if distributions made by Yduqs exceed the net cash generated by\nit during the relevant period.\n\nThe locked box also contains mechanisms designed to prevent or compensate for\nany improper transfer of value to their respective shareholders or related\nparties. In addition, until the closing of the Proposed Transaction, the\nCompanies will be required to conduct their businesses in the ordinary course\nand comply with restrictions on certain extraordinary actions.\n\nThe Merger Agreement provides for certain break-up fee mechanisms designed to\nprotect the parties under specified circumstances. Prior to the approval of\nthe Proposed Transaction by the general meetings of Afya and Yduqs, a\ncompensatory break-up fee of R$325 million may become payable if either\ncompany breaches certain obligations relating to the convening and holding of\nits respective shareholders’ meeting, the exclusivity undertaking, as well\nas in the event a competing transaction is approved or consummated, in each\ncase subject to the terms and conditions set forth in the Merger Agreement.\n\nFollowing approval of the Transaction by the general meetings of both\nCompanies, a compensatory break-up fee of R$650 million may become payable if\neither Afya or Yduqs fails to satisfy closing conditions for which it is\nresponsible or, once all closing conditions have been satisfied or validly\nwaived, fails to consummate the Transaction, subject to the exceptions and\nconditions expressly provided for in the Merger Agreement.\n\nNo break-up fee will be payable solely as a result of the Proposed Transaction\nnot being approved by the shareholders of Afya or Yduqs at their respective\ngeneral meetings, provided that such rejection is not attributable to a breach\nof the obligations undertaken by either company under the Merger Agreement and\nthat no competing transaction is approved or consummated, in each case subject\nto the terms of the Merger Agreement. No break-up fee will be due or payable\nif the Brazilian antitrust authority rejects the Proposed Transaction, in the\nevent of a material adverse effect, or upon the occurrence of other\ncircumstances specifically set forth in the Merger Agreement.\n\nThe consummation of the Proposed Transaction shall occur no later than March\n31, 2028, subject to the extension provisions set forth in the Merger\nAgreement.\n\nVoting Agreement\n\nAlso on this date, Bertelsmann, Nicolau Esteves (“Esteves”), Rose Fundo de\nInvestimento em Participações Multiestratégia (“Advent”) and Chaim\nZaher (“CZ”) (being the last two shareholders of Yduqs), entered into a\nvoting agreement pursuant to which they have agreed to vote their shares in\nfavor of the Proposed Transaction in the respective shareholders meeting of\neach company (“Voting Agreement”), with specific break-up fees to such\nentities/individuals in case of a breach of their obligation to vote, on a\nseveral and non-joint basis.\n\nGovernance; Shareholders’ Agreements;\n\nThe Combined Company will have a Board of Directors composed of up to 13\nmembers. Bertelsmann will have the right to appoint the majority of the board,\nand each of the following would appoint 1 member: Esteves, Advent and CZ,\nsubject to the shareholders’ agreement referred to below being entered into.\nIndependent members will also be appointed as required by Novo Mercado at B3.\nSuch rights would be subject to the terms and conditions contained in a\nshareholders’ agreement that Bertelsmann, Esteves, Advent and CZ will enter\ninto on the closing date of the Proposed Transaction, subject to certain\nconditions set forth in the Merger Agreement and the Voting Agreement. This\nshareholders’ agreement would also set forth a 180-day lock-up obligation\nwith respect to all or a portion of the shares issued by the Combined Company\nheld by such shareholders, as applicable.\n\nIn addition, a second shareholders’ agreement of the Combined Company will\nbe entered into on the closing date of the Proposed Transaction between\nBertelsmann and Esteves Family, continuing their existing relationship in the\nCombined Company.\n\nAfya’s advisors in connection with the Proposed Transaction included Bank of\nAmerica Merrill Lynch Banco Múltiplo S.A.. as financial advisor, Demarest\nAdvogados, as Brazilian counsel, Caminati Bueno Advogados, as Brazilian\nantitrust counsel, Maples and Calder (Cayman) LLP, as Cayman Islands counsel\nand Davis Polk & Wardwell LLP, as United States counsel.\n\nAbout Afya Limited\n\nAfya is a leading medical education group in Brazil based on the number of\nmedical school seats, delivering an end-to-end physician-centric ecosystem\nthat serves and empowers students and physicians to transform their ambitions\ninto rewarding lifelong experiences from the moment they join us as medical\nstudents through their medical residency preparation, graduation program,\ncontinuing medical education activities and offering medical practice\nsolutions to help doctors enhance their healthcare services through their\nwhole career.\n\nForward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nthe Private Securities Litigation Reform Act of 1995, which statements involve\nsubstantial risks and uncertainties. All statements other than statements of\nhistorical fact could be deemed forward-looking, including without limitation,\nstatements regarding the expected structure, timing and completion of the\nProposed Transaction, the receipt of the antitrust approval, and other\nrequired approvals, the exchange ratio and the resulting 69.0%/31.0% ownership\nsplit, the operation of the certification and post-closing sale mechanics\ndescribed above, and any expected benefits or synergies of the Proposed\nTransaction.\n\nThe Company assumes no obligation to update any forward-looking statements\nmade in this press release to reflect events or circumstances occurring after\nits publication, nor to incorporate new information or the occurrence of\nunanticipated events, except as required by law. The achievement or success of\nthe matters covered by such forward-looking statements involves known and\nunknown risks, uncertainties and assumptions. If any of these risks or\nuncertainties materialize or if any of the assumptions prove incorrect, our\nresults could differ materially from those expressed or implied by the\nforward-looking statements we make.\n\nDisclaimer\n\nThis communication is not intended to and does not constitute an offer to sell\nor the solicitation of an offer to subscribe for or buy or an invitation to\npurchase or subscribe for any securities in any jurisdiction, nor shall there\nbe any sale, issuance or transfer of securities in any jurisdiction in\ncontravention of applicable law. No offer of securities shall be made except\nin transactions exempt from, or not subject to, the registration requirements\nof the Securities Act or the U.S. Securities Exchange Act of 1934, as amended.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260923952840/en/\n(https://www.businesswire.com/news/home/20260923952840/en/)\n\nInvestor Relations Contact:\n\nAfya Limited\n\nir@afya.com.br (mailto:ir@afya.com.br)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-09-24T01:09:00.149751244Z","server_sent_at_ms":1790212140149},"received_at":"2026-09-24T01:09:00.298Z","source_url":"https://www.businesswire.com/news/home/20260923952840/en/"},"analysis":{"id":"140305","press_release_id":"151503","analysis_json":{"industry":{"label":"Education Services","sector":"Consumer Discretionary"},"redFlags":["AFYA to be delisted from Nasdaq; combined shares listed only on B3 and not registered under the Securities Act","Ineligible U.S. shareholders receive cash only via post-closing market sales with no amount or timing guarantee","No premium disclosed; exchange ratio fixed via locked box and applies regardless of business performance or share-price changes","Closing subject to shareholder votes, antitrust approval, and third-party consents; outside date of March 31, 2028"],"eventType":"m_and_a","narrative":"Afya Limited has entered into a binding merger agreement with Yduqs Participações S.A. to combine the two Brazilian higher-education platforms, with Afya merging into Yduqs as the surviving entity.\n\nUnder a locked box mechanism set as of June 30, 2026, each Afya share converts into 6.408347 new Yduqs shares, leaving Afya holders with 69.0% and Yduqs holders with 31.0% of the combined company; Bertelsmann would hold 47.4%.\n\nAfya Class A shares will be delisted from Nasdaq, with the combined company listed solely on B3's Novo Mercado. Ineligible U.S. holders will instead receive net cash from a post-closing sale of their shares on B3, with no representation on amount or timing.\n\nThe deal requires shareholder approvals and Brazilian antitrust clearance, with break-up fees of R$325 million pre-approval and R$650 million post-approval, and must close by March 31, 2028.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"Afya and Yduqs agree to all-stock merger creating Brazil's largest higher-education group — but Afya's Nasdaq listing disappears."},"keyFigures":{"customDimensions":{"exchange_ratio":"6.408347 new Yduqs shares per Afya share","locked_box_date":"June 30, 2026","afya_ownership_pct":"69.0%","combined_board_size":"up to 13 members","yduqs_ownership_pct":"31.0%","outside_closing_date":"March 31, 2028","breakup_fee_pre_approval":"R$325 million","breakup_fee_post_approval":"R$650 million","bertelsmann_post_close_stake":"47.4%"}},"namedEntities":{"people":[{"name":"Nicolau Esteves","role":"shareholder / board appointee"},{"name":"Chaim Zaher","role":"Yduqs shareholder"}],"products":[],"companies":[{"name":"Afya Limited","ticker":"AFYA","relationship":"filer / merging entity"},{"name":"Yduqs Participações S.A.","ticker":"YDUQ3","relationship":"merger counterparty / surviving entity"},{"name":"Erste WV Gütersloh GmbH (Bertelsmann)","relationship":"controlling shareholder post-close (47.4%)"},{"name":"Advent (Rose Fundo de Investimento em Participações Multiestratégia)","relationship":"Yduqs shareholder / voting agreement party"},{"name":"Bank of America Merrill Lynch Banco Múltiplo S.A.","relationship":"financial advisor"},{"name":"Davis Polk & Wardwell LLP","relationship":"US counsel"},{"name":"Demarest Advogados","relationship":"Brazilian counsel"},{"name":"B3 S.A. – Brasil, Bolsa, Balcão","relationship":"listing venue for combined company"}],"dollarAmounts":[{"amount":"R$325 million","context":"break-up fee payable prior to shareholder approval under specified circumstances"},{"amount":"R$650 million","context":"break-up fee payable post-approval for failure to close"}]},"materialImpact":{"score":5,"reasoning":"Definitive merger agreement combining Afya into Yduqs, with Afya shares delisted from Nasdaq and converted into shares of the combined entity listed only on B3. 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