1. Cogna completed a cash tender offer for Vasta shares at $5.00 each. 2. Approximately 97.21% of Vasta's shares were tendered in the Offer. 3. Cogna will own 97.29% of Vasta after the Offer's completion. 4. Vasta shares will be delisted from NASDAQ and deregistered. 5. Cogna plans further actions for remaining shareholders post-Offer.
FAQ
Why Very Bearish?
The delisting and majority ownership by Cogna may limit VSTA's trading and liquidity, leading to price declines historically seen with similar delistings.
How important is it?
The completion of a cash tender offer significantly alters VSTA's share structure and future market presence.
Why Long Term?
The implications of being majority-owned and delisted will affect VSTA's stock performance over an extended period, potentially reshaping its investor base.
Cogna Educação S.A. Completes Tender Offer for Vasta Platform Limited Shares
BELO HORIZONTE, Brazil, December 11, 2025 (GLOBE NEWSWIRE) - COGNA EDUCAÇÃO S.A. (B3: COGN3) has announced the final results of its cash tender offer to purchase all outstanding Class A common shares of Vasta Platform Limited (NASDAQ: VSTA). The offer, which began on September 17, 2025, and concluded at 5:00 p.m. New York City time on December 10, 2025, was made at a price of U.S.$5.00 per share.
Tender Offer Results
Cogna's tender offer was highly successful, with approximately 15,526,020 Class A Common Shares validly tendered, representing 97.21% of the total outstanding shares. Additionally, Notices of Guaranteed Delivery were received for 12,855 shares. All conditions to the tender offer have been satisfied or waived, allowing Cogna to proceed with the acceptance of tendered shares.
Financial Implications of the Offer
The total payment expected for the shares tendered amounts to approximately U.S.$77.7 million, which Cogna plans to disburse by December 15, 2025. After the completion of this transaction, Cogna will own 97.29% of Vasta's outstanding Class A common shares, solidifying its stake in the company.
Future Plans for Vasta
Following the acquisition, Cogna intends to delist Vasta's Class A Common Shares from NASDAQ and deregister them under the Securities Exchange Act of 1934. Furthermore, Cogna may pursue a statutory merger or a compulsory acquisition for the remaining shares held by other shareholders in accordance with applicable Cayman Islands laws.
Tender Offer Process
The tender offer was conducted in line with the terms outlined in the Offer to Purchase, which was filed with the Securities and Exchange Commission (SEC). Cogna filed its tender offer statement on Schedule TO, which has undergone several amendments since its initial submission on September 17, 2025.
The following agents were involved in the tender offer:
- Information Agent: D.F. King & Co., Inc.
- Tender Agent: Equiniti Trust Company, LLC
- Dealer Manager: Itau BBA USA Securities, Inc.
Cautionary Notes
This announcement includes forward-looking statements as defined by the US Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, including the satisfaction of closing conditions and regulatory approvals, which could impact the completion of the transaction.
Additional Information
This press release is for informational purposes only and does not constitute a recommendation to buy or sell any securities of Vasta. Shareholders are encouraged to review the tender offer materials available on the SEC’s website at www.sec.gov. To obtain additional documents, shareholders can reach D.F. King & Co., Inc. at toll-free (800) 659-5550 in North America or (212) 269-5550 internationally, or via email at vasta@dfking.com.