Carey Olsen advises the special committee of Arco on its go-private transaction
Carey Olsen's corporate team in the Cayman Islands has advised the special committee of the Board of Directors of Arco Platform Limited (Nasdaq: ARCE) ("Arco") in connection with Arco's entry into a definitive agreement and plan of merger with Achieve Holdings and Achieve Merger Sub, a wholly owned subsidiary of Achieve Holdings.
As part of the transaction, investment entities affiliated with General Atlantic L.P. and Dragoneer Investment Group, LLC have agreed to acquire all of the outstanding Class A common shares of Arco (that are not held by such parties or Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto or their respective affiliates or the rollover shareholders) for a purchase price of US$14.00 per share in cash without interest.
The per share merger consideration values Arco at a total enterprise value of approximately US$1.5 billion and will see Arco become a private entity.
Arco is a Brazil-based company providing a leading operating system for K-12 schools, offering data-driven learning methodology, proprietary adaptable curriculum, interactive hybrid content, and high-quality pedagogical services that allow students to personalise their learning experience while enabling schools to thrive.
Arco's Board of Directors formed a special committee consisting of four independent directors to consider the merger proposal, to whom Carey Olsen partners Alistair Russell, Dylan Wiltermuth and attorney Nich Vasic acted as Cayman Islands legal counsel.
Skadden, Arps, Slate, Meagher & Flom LLP acted as the committee's U.S. legal counsel, and BMA - Barbosa Müssnich Aragão Advogados as its Brazilian legal counsel.
The merger is currently expected to close during the fourth quarter of 2023 or the first quarter of 2024, subject to various closing conditions.
