Kroton Gets Estacio Board’s Final Approval for $1.8 Billion Bid

  • Sweetened bid includes larger dividend; share ratio unchanged
  • Agreement still must be approved by shareholders, regulators

Estacio Participacoes SA’s board approved a takeover offer by Kroton Educacional SA valued at 5.98 billion reais ($1.8 billion), creating one of the biggest for-profit education companies in the world, with about 1.6 million students.

The unanimous decision came after Kroton raised its offer for a third time, more than doubling a special dividend for Estacio shareholders to 420 million reais. Investors will also receive 1.281 Kroton share for every Estacio share.

“We are happy,’’ Estacio Chairman Joao Cox said in a phone interview after the board meeting. “This merger creates a big Brazilian education group which, I’m sure, will be very well-managed. Galindo is one of the most efficient CEOs I’ve ever met,’’ he said, referring to Kroton Chief Executive Officer Rodrigo Galindo.

With the higher dividend, investors are effectively getting the equivalent of 1.38 Kroton shares for every Estacio share they own, Cox said. After the acquisition, Kroton shareholders will own 80 percent of the combined company while Estacio shareholders will have the other 20 percent.

The deal still requires shareholder approval and clearance from Brazil’s antitrust agency Cade, which will probably ask for some concessions since the agreement combines Brazil’s two largest for-profit education providers, Cox said Friday evening.

The decision by the board Friday draws the monthlong battle over Estacio closer to an end, all but burying the hopes of competing bidder Ser Educacional SA. Estacio was an attractive takeover target due to its heavy presence in the state of Rio de Janeiro, Brazil’s second-biggest market.

Estacio also named Gilberto Teixeira de Castro as its new CEO, after Chaim Zaher resigned earlier this week in order to rejoin the board. Zaher had contemplated making his own bid for Estacio.

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