ANIMA HOLDING S.A. ("Anima Educao") pursuant to Instruction 358 issued by the Brazilian Securities and Exchange Commission ("CVM") on January 3, 2002, as amended, hereby informs its shareholders and the market in general that it has signed on this date, a PRIVATE INSTRUMENT OF ASSIGNMENT OF RIGHTS ON THE MAINTENANCE OF HIGHER EDUCATION INSTITUTION AND OTHER CONVENANTS ("Agreement") through which its wholly-owned subsidiary Brasil Educao SA entered into a legal transaction ("Transaction"), resulting in the ownership of maintenance and rights of FACULDADE DIVINPOLIS ("FACED"), headquartered in the city of Divinpolis, State of Minas Gerais.


Founded in 1969, FACED is one of the main higher education institutions in Divinpolis, and has approximately 800 students and 5 on-campus undergraduate courses: Administration, Law, Accounting, Fashion and Psychology. The institution has an IGC (ndice Geral de Cursos of MEC) of 2.92 (Grade 3) and 695 annual approved seats.

In 2018, FACED presented Net Revenue of BRL 6.4 million and is expected to generate incremental EBITDA of BRL 1.8 million to Una Divinpolis in 2019.

Transaction Structure

Anima Educao believes that the Transaction represents another important step in the growth strategy of Una Divinpolis, strengthening our competitive positioning in the city with relevant increment in offer.

At the beginning of 2017 Una started its activities in Divinpolis, a city that is less than 130Km from Belo Horizonte, where its main operation is located. The additional seats for Law course and the complementarity of portfolios, especially Psychology, will allow for scale gains and accelerate the process of brand expansion in the region.

In addition, the integration of FACED and Una enables the capture of synergies, reception of all FACED‘s students in Una‘s current installments, sharing of best practices and new investments, always seeking to improve the quality of teaching through the integration and appreciation of academic communities and management teams.

Anima Educao will acquire, in this Transaction, the maintenance rights of FACED for BRL 5,500,000.00 (Five million and five hundred thousand reais), split between one initial disbursement of BRL 2,800,000.00 (Two million and eight hundred reais), which will be paid on the closing date, BRL 300,000.00 (three hundred thousand reais), to be paid in 1 annual installment, and BRL 600.000,00 (six hundred thousand reais), to be paid in 4 annual installments, adjusted for inflation (IPCA ).

The Transaction will follow all the usual conditions for similar operations and will be implemented and finalized on the closing date, scheduled for January 1, 2019.

Since it does not meet the criteria of Article 256 of Lei das S.A., the Transaction is not subject to any general meeting resolution of Anima Educaos shareholders, therefore, the right of the company‘s shareholders to withdrawal upon reimbursement of the value of the shares is not applicable.

Anima Educao will keep the market informed on the developments of the subject of this material fact.

Finally, aware of the responsibility to follow the legacy of one of the most reputable and respected higher education institution in Divinpolis, Anima Educao reiterates its commitment to provide the highest quality education together with FACED‘s entire community, believing it to be another important step towards the goal of Transforming the Country through Education.

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