Business Wire·Sep 23, 2026, 9:09 PM ET

Afya Limited and Yduqs Participações S.A. Enter Into Merger Agreement

AFYA

Afya Limited & Yduqs Participações S.A. entered a binding merger agreement to combine their major Brazilian higher education platforms.
Under the transaction, Afya will merge into Yduqs, with Yduqs surviving as the holding company listed solely on B3 under the Novo Mercado segment.
Afya shares will be delisted from Nasdaq & canceled, converting into new Yduqs shares with an exchange ratio of 6.408347 shares per Afya share based on a locked box mechanism.
Upon completion, Afya shareholders will hold 69.0% of the Combined Company while existing Yduqs shareholders will hold 31.0% on a fully diluted basis.
Bertelsmann, currently a major Afya shareholder, will hold 47.4% of the Combined Company after the merger.
The transaction requires shareholder approvals, Brazilian antitrust clearance, third-party consents, & the absence of material adverse effects.
U.S. shareholders not qualifying as qualified institutional buyers or accredited investors will receive net cash proceeds from a post-closing sale of their shares on B3.
A break-up fee of R$325 million may apply before shareholder approval, while a R$650 million fee may apply after approval if closing conditions are not met.
The Combined Company's Board will have up to 13 members, with Bertelsmann appointing the majority & other major shareholders appointing one member each.
Bertelsmann & other key Yduqs shareholders signed a voting agreement to support the transaction, with specific break-up fees for breaches.
The merger is expected to close no later than March 31, 2028, subject to standard conditions & extension provisions.