Crescera Growth Capital and Vitru recently signed an investment agreement according to which Crescera has reportedly pledged to purchase 3,636,363 new common shares issued by Vitru.
The shares will be issued for a total consideration of R$300 million, or roughly US$56 million, and will represent around 10.6% of Vitru’s outstanding common shares. The precise sum that Crescera will pay in U.S. dollars will be determined in the days to follow once Vitru has established the date of the currency conversion.
According to Crescera’s Partners Daniel Borghi and Felipe Argalji, Brazil has seen a strong uptake of digital courses in higher education, growing at an average rate of 25% annually since 2015.
Crescera’s investment is anticipated to close in the fourth quarter of 2022, subject to the usual closing requirements. Also, subject to the conventional exceptions, the common shares bought by Crescera will be locked up until November 2023.
Additionally, on the condition that it maintains its stake in Vitru, Crescera will be eligible to nominate two directors to Vitru’s board of directors until the latter’s 2024 shareholder meeting. After that, if Crescera retains a shareholding of over 15%, it will be entitled to nominate two directors to Vitru’s board, or one director, if it retains its shareholding in the range of 5%-15%.
Moreover, Vitru revealed that it plans to conduct a rights offering that will enable the company’s current shareholders to purchase new common shares at a price-per-share equal to what Crescera will pay in US dollars for the common shares it will purchase.
Apparently, existing shareholders will be entitled to participate in the proposed rights offering proportionately. Each shareholder will have the option to subscribe for one new common share for every 6 common shares held on a future record date. It is anticipated that the proposed rights offering will start in October and end in November 2022.