Vasta Closes Acquisition Of Editora Eleva

Vasta Platform Limited (“Company” or “Vasta”) (NASDAQ: VSTA) today announced the completion by its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), of the acquisition of all the shares issued by Editora de Gouges S.A. (current name of Editora Eleva S.A., “Editora”), a company that holds all rights and assets related to the K-12 education platform provided by the Eleva group up to this date (“K-12 Education Platform Transaction”). As consideration for the K-12 Education Platform Transaction, it was defined a base purchase price, which takes into consideration the estimated net cash of Editora at closing. The base purchase price is subject to adjustments defined in the K-12 Education Platform Transaction agreement, including net indebtedness adjustments commonly used in similar transactions and adjustments based on the revenue of the K-12 Education Platform business of Editora in 2021 and 2022. Based on the current results, the parties' expectation is that the base purchase price amount in 2021, to be calculated in 2022, will be R$ 580 million, to which an estimated net cash adjustment of approximately R$ 32 million will be added (“K-12 Education Platform Acquisition Price”). The K-12 Education Platform Acquisition Price will be paid in installments over the next five years, all adjusted by the positive variation of the CDI. The first installment, in the amount of R$ 160 million, was paid on this date. The remaining amount will be paid in three (3) equal and annual installments, the first one due in the third anniversary of the closing. Finally, Somos Sistemas and Eleva Educação S.A. (“Eleva”), on this date, and as part of the transactions described above, entered into a commercial agreement effective for 10 years, for the supply of courseware by Somos Sistemas to Eleva and for the formation of a commercial partnership between Saber Serviços Educacionais S.A., Somos Sistemas and Eleva for the development of new educational tools.