Summary · why it matters
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 and Yduqs surviving as the Combined Company. Under the exchange ratio of 6.408347 new Yduqs shares for each Afya share, Afya shareholders would hold 69.0% and existing Yduqs shareholders 31.0% of the Combined Company on a fully diluted basis, leaving Erste WV Gütersloh GmbH, known as Bertelsmann, with 47.4%. The Combined Company's common shares would be listed solely on B3 under the Novo Mercado segment, and Afya's Class A common shares would be delisted from Nasdaq. The deal, which uses a locked box mechanism referencing the financial position of both companies as of June 30, 2026, requires shareholder approval, Brazilian antitrust clearance, certain third-party consents and other customary conditions, and must close no later than March 31, 2028. The Merger Agreement provides for a compensatory break-up fee of R$325 million before shareholder approval and R$650 million after approval in specified circumstances, while Bertelsmann, Nicolau Esteves, Advent and Chaim Zaher signed a voting agreement to support the transaction.
CTBC Financial Holding Co Ltd
Afya Ltd