Hapvida health plan proposes merger with giant Notre Dame Intermedic

 HAPVIDA PARTICIPAC? O? ES E INVESTIMENTOS SA (“Company”) (B3: HAPV3), in compliance with paragraph 4, of article 157 of Law No. 6,404 / 76 and CVM Instruction 358/02, comes, thanks to news released on this date 1/8/2021, communicate to its shareholders and therefore the market generally that:


• the corporate presented to the members of the Board of Directors of NOTRE DAME INTERME? DICA PARTICIPAC? O? ES SA (B3: GNDI3) ("GNDI"), a non-binding proposal for a possible combination of the Company's business thereupon of GNDI, which end in the consolidation of its shareholder bases.


• If the proposed business combination is consummated, the corporate will still have its shares traded on the Novo Mercado of B3 SA - Brasil, Bolsa, Balcão (“B3”), with the present shareholders of the corporate and GNDI getting to hold, respectively, 53.1% and 46.9% of the corporate, after the business combination, considering, for the needs of the exchange ratio (which are going to be subject to usual adjustments practiced in similar transactions), the weighted average price per volume (VWAP - volume- weighted average price) of the shares of GNDI and therefore the Company in B3 within the period of 20 (twenty) trading days immediately before December 21, 2020, plus a premium of 10% (ten percent).


 


About the Proposal 

• The proposal presented to the members of the GNDI Board of Directors contemplates the expansion of the Company's Board of Directors, which can now have 9 (nine) members, 2 (two) of whom are going to be appointed by GNDI, 2 (two) independent and 5 ( five) appointed by the Company's shareholders, additionally to the intention of maintaining the present GNDI CEO during a strategic position within the Company, after the business combination.


 • Finally, so as to make alignment within the integration process and cash in of the complete potential to get value arising from the proposed JUR_SP - 39249319v5 - 12161002.464795 business combination, we shall offer and negotiate good coffee with the most GNDI executives, attractive compensation package, including long-term share-based incentives.


 


About the Transaction 

 • The potential transaction are going to be subject to approval by the management bodies and therefore the shareholding bases of the 2 companies, also as applicable regulatory approvals. Anyway, at now, there's no guarantee that the businesses will reach an agreement.


The Company will keep its shareholders, analysts, investors and therefore the market generally informed, also as timely disclose, in accordance with the law and CVM regulations, any relevant information on the topic.

plano de saúde unimed fortaleza
hapvida fortaleza
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Plano de Saúde Bradesco no Nordeste

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