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Diagmax Participações Societárias S.A. acquisition
Fleury S.A. ("Fleury" or "Company"), pursuant to paragraph 4 of article 157 of Law 6,404/76 and CVM Instruction 358/02, informs its shareholders and the market in general that, on September 26, 2019 has entered into a Sales and Purchase Agreement and Other Covenants to acquire 100% of the common stock of Diagmax Participações Societárias S.A. and its subsidiaries ("Grupo Diagmax").
Grupo Diagmax offers diagnostic imaging and clinical analysis tests through 6 patient service centers in the metropolitan region of Recife, state of Pernambuco. Grupo Diagmax estimated Gross Revenue, for the last 12 months ended in July 2019, reached R$ 47.2 million.
This acquisition will allow Grupo Fleury to expand its strategic presence in the Recife market, increasing its capillarity to 17 patient service centers and strengthening its portfolio of exams, with the expansion of diagnostic imaging offer through Grupo Diagmax. With this, Grupo Fleury reinforces its commitment to the city of Recife and the state of Pernambuco.
The conclusion of this acquisition is subject to certain precedent conditions, including its approval by CADE.
On the closing date, the Company will pay the amount of R$ 80,388,000.00 (eighty million, three hundred and eighty-eight thousand Brazilian reais) for the acquisition and, in the future, provided that certain mutually agreed results are achieved, the Company should pay earn-out in the amount of up to R$ 31,598,400.00 (thirty one million, five hundred and ninety-eight thousand and four hundred Brazilian reais).
Pursuant to Article 256 of Law No. 6,404/76, the acquisition price of Grupo Diagmax does not constitute a material investment and does not require the resolution of the Company‘s shareholders, nor will it give rise to the right of withdrawal, according to the valuation based on public information of Grupo Fleury Shareholders‘ Equity and Grupo Diagmax audited Financial Statements, made available in the due diligence.
The Company will keep its shareholders and the market informed of the facts related to this transaction.