Estacio's Controlling Shareholders Agree to Sell 20% of the Company's Capital Stock to GP Investments

    RIO DE JANEIRO, Brazil, May 11 /PRNewswire-FirstCall/ -- Estacio
 Participacoes S.A. ("Estacio" - Bovespa: ESTC11) released today in Brazil a
 Statement of Material Fact with the following terms:
 
 
1. On May 10, 2008, Estacio's controlling shareholders executed certain agreements with Moena Participacoes S.A. ("Moena"), a Brazilian publicly held company, indirectly controlled by the GP Investments Ltd.'s private equity fund GP Capital Partners IV, LP ("GP"), through which they agreed to sell to Moena approximately 47.1 million common shares, representing 20% of Estacio's share capital, for the total base-price of R$259.3 million, and a negotiated price per share of R$5.50, equivalent to R$16.50 per unit. 2. The transaction grants to Moena a joint control position together with Estacio's controlling shareholders for a certain period, pursuant to terms of a shareholders agreement, in which the parties will have: (i) the right to elect the same number of board members; (ii) the right to participate in the selection and hiring of the main executives and their compensation; and (iii) the right to approve the annual budget and acquisitions that may be carried out by Estacio. 3. The payment for Estacio's shares acquisition price will be made in cash, in compensation for the effective transfer of these shares in Estacio's books and records. The transaction does not entitle a public offer for the acquisition of Estacio's common shares. 4. The agreement aims to establish a strategic alliance between Estacio's controlling shareholders and GP to increase Estacio's value through a strategic management of the business, focusing on the highly attractive Brazilian post-secondary education sector, which has witnessed double digit growth rates in recent years, anchored on a sizable market with low penetration rates and favorable macro economic conditions. 5. Estacio is currently listed in the Nivel 2 of Bovespa's Corporate Governance Rules. As part of the transaction, the Company plans to convert its preferred shares into common shares and migrate to the highest level of Corporate Governance - Novo Mercado. About Estacio Participacoes Estacio Participacoes S.A. (BOVESPA: ESTC11), the largest private post-secondary education institution in Brazil in terms of number of enrolled students, has approximately 198,000 undergraduate students enrolled in its programs (03/31/2008).

SOURCE Estacio Participacoes S.A.

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