Market Newsdesk

The TJX Companies, Inc. Announces Early Tender Results and Upsize of Its Cash Tender Offers for Certain Debt Securities

FRAMINGHAM, Mass.–(BUSINESS WIRE)–
The TJX Companies, Inc. (NYSE: TJX) (“TJX” or the “Company”) today announced that, in connection with its previously announced cash tender offers (collectively, the “Offers”) for up to $750.0 million combined aggregate principal amount (the “Maximum Tender Amount”) of the debt securities listed in the table below (collectively, the “Securities”) from each registered holder of Securities (individually, a “Holder,” and collectively, the “Holders”), approximately $1.50 billion in combined aggregate principal amount of Securities was validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on December 2, 2020 (the “Early Tender Deadline”), in the aggregate amounts as shown in the table below. The Company also today announced it has amended the Offers to increase the previously announced Maximum Tender Amount from $750,000,000 to $1,118,651,000 of the Securities validly tendered and not validly withdrawn by the Early Tender Deadline (the “Amended Maximum Tender Amount”).

The terms and conditions of the Offers are described in the Offer to Purchase and remain unchanged except as amended hereby. The following table sets forth certain information regarding the Securities and the Offers:

Title of Security	CUSIP Number	Acceptance Priority Level	Aggregate Principal Amount Outstanding Prior to the Offers	Aggregate Principal Amount Tendered(1)	Aggregate Principal Amount Expected to be Accepted for Purchase	Proration Factor
4.500% Senior Notes due 2050	872540 AU3	1	$750,000,000	$364,501,000	$364,501,000	100.0%
3.875% Senior Notes due 2030	872540 AT6	2	$1,250,000,000	$754,150,000	$754,150,000	100.0%
3.750% Senior Notes due 2027	872540 AS8	3	$750,000,000	$382,087,000	$0	0.0%

___________

(1) As of the Early Tender Deadline.

Subject to the Amended Maximum Tender Amount, the Offers, order of priority (the “Acceptance Priority Levels”) and proration set forth in the table above are as described in the Offer to Purchase, dated November 18, 2020, as amended or supplemented (the “Offer to Purchase”). Any Securities validly tendered and not withdrawn by the Early Tender Deadline that are not accepted for purchase will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase. The determination of the Total Consideration (as defined in the Offer to Purchase) will occur at 10:00 a.m., New York City time, on December 3, 2020. The early settlement date is expected to occur on December 4, 2020 (the “Early Settlement Date”).

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on December 16, 2020, because the principal amount of Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeded the Amended Maximum Tender Amount, the Company does not expect to accept for purchase any tenders of Securities after the Early Tender Deadline. Any Securities tendered after the Early Tender Deadline will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

Holders of Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium of $30.00 per $1,000 principal amount of Securities validly tendered and not validly withdrawn by such Holders and accepted for purchase by the Company. All payments for Securities purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Securities purchased from the last interest payment date applicable to the relevant series of Securities up to, but not including, the Early Settlement Date.

In accordance with the terms of the Offers, the Withdrawal Deadline was 5:00 p.m., New York City time, on December 2, 2020. As a result, tendered Securities may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend or terminate the Offers; (iii) increase or decrease the Amended Maximum Tender Amount without extending the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend the Offers in any respect.

Information Relating to the Offers

BofA Securities, Deutsche Bank Securities Inc. and J.P. Morgan are acting as the dealer managers for the Offers (collectively, the “Dealer Managers”). The information agent and tender agent for the Offers is Global Bondholder Services Corporation. Copies of the Offer to Purchase and related offering materials are available by contacting Global Bondholder Services Corporation by telephone at (866) 924-2200 (toll-free) or (212) 430-3774 (banks and brokers), by email at [email protected] or at http://www.gbsc-usa.com/registration/tjx/. Questions regarding the Offers should be directed to BofA Securities, Liability Management Group, at (980) 387-3907 (collect), Deutsche Bank Securities Inc., Liability Management Group, at (212) 250-2955 (collect) or (866) 627-0391 (toll-free) or J.P. Morgan, Liability Management Group, at (212) 834-3424 (collect) and (866) 834-4666 (toll-free).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to sell the Securities is only being made pursuant to the terms of the Offer to Purchase. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of TJX or its affiliates, their respective boards of directors or similar governing bodies, the Dealer Managers, the information and tender agent or the applicable trustee is making any recommendation as to whether or not holders should tender their Securities in connection with the Offers, and neither TJX nor any other person has authorized any person to make any such recommendation.

About The TJX Companies, Inc.

The TJX Companies, Inc. is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. As of October 31, 2020, the end of the Company’s third quarter, the Company operated a total of 4,574 stores in nine countries, the United States, Canada, the United Kingdom, Ireland, Germany, Poland, Austria, the Netherlands, and Australia, and four e-commerce sites. These include 1,272 T.J. Maxx, 1,134 Marshalls, 821 HomeGoods, 48 Sierra, and 34 Homesense stores, as well as tjmaxx.com, marshalls.com, and sierra.com in the United States; 280 Winners, 143 HomeSense, and 102 Marshalls stores in Canada; 602 T.K. Maxx and 78 Homesense stores, as well as tkmaxx.com, in Europe; and 60 T.K. Maxx stores in Australia. TJX’s press releases and financial information are available at TJX.com.

Forward-looking Statement

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking, including all statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements, and involve a number of risks and uncertainties. Specifically, we cannot assure you that the Offers described above will be made on the terms currently contemplated or at all. Information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202006033/en/

The TJX Companies, Inc.

Debra McConnell

Global Communications

(508) 390-2323

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Retail Online Retail Department Stores Fashion

MEDIA:

Logo

Glass Lewis Recommends Ziopharm Shareholders Vote on the WHITE Consent Card for All of WaterMill’s Director Candidates and Proposals

A Leading Proxy Advisory Firm Recommends FOR All Five Proposals on the WHITE Consent Card, Including Electing WaterMill’s Three-Member Slate and Removing Four Incumbent Directors

Report Issued by Glass Lewis Notes Shareholders “Have Ample Cause at This Time to Support Significant Change to a Board Already Short on Investor Confidence and Credibility”

Two Leading Proxy Advisory Firms Have Now Endorsed WaterMill’s Case for Change Atop Ziopharm

NEW YORK–(BUSINESS WIRE)–
WaterMill Asset Management Corp. (together with its affiliates, “WaterMill” or “we”) today announced that Glass, Lewis & Co., LLC (“Glass Lewis”), a leading proxy advisory firm, has endorsed its case for meaningful change at Ziopharm Oncology, Inc. (NASDAQ: ZIOP) (“Ziopharm” or the “Company”) and recommended shareholders vote for all five proposals on WaterMill’s WHITE consent card. In particular, Glass Lewis supports the addition of the entire WaterMill slate – Robert Postma, Jaime Vieser and Holger Weis – to the Board of Directors (the “Board”). Glass Lewis also recommends that shareholders vote to remove four incumbents – Kevin Buchi, Elan Ezickson, Scott Tarriff and Mary Thistle – and shrink the Board to seven members. The recommendations from Glass Lewis follow Institutional Shareholder Services Inc. (“ISS”) recommending that shareholders vote for change on the WHITE consent card.

We urge shareholders who agree that meaningful change is needed atop Ziopharm to immediately vote on the WHITE consent card for all five of WaterMill’s proposals. Learn more about our case for change and how to consent at www.FixZiopharm.com.

In its full report, Glass Lewis affirmed WaterMill’s case for change at Ziopharm¹:

• “[…] we believe the sum of available factors weighs materially against maintenance of the status quo at Ziopharm. Importantly, our conclusion in this respect is predicated upon multiple concerns, spanning corporate governance, finance and shareholder returns.”

• “When contrasted with the scale of WaterMill’s ask and what we expect would be the prospective benefits of fresh, independent oversight in the Ziopharm board room, we believe investors have ample cause at this time to support significant change to a board already short on investor confidence and credibility.”

• “[…] Ziopharm board has been significantly reconstituted, though the nature and timing of that reconstitution seems to convey more in the way of maladroit gamesmanship than truly effective responsiveness to shareholder concerns.”

• “Setting aside Ms. Thistle’s credentials, the appointment itself raises manifold problems. First, in a manner consistent with certain of the concerns raised in relation to Mr. Buchi, we note Ms. Thistle serves on the board of advisers of Life Science Cares alongside rejected board members Elan Ezickson and Douglas Pagan. This again seems to call into question the breadth of Ziopharm’s independent process […]”

• “Consistent with Ziopharm’s apparent fondness for interconnected directors and in addition to his aforementioned association with Ms. Thistle, we note Mr. Ezickson also currently serves as a board member of Marinus Pharmaceuticals, Inc., where ousted director Scott Braunstein serves as president and CEO.”

• “Taken collectively, we are thus inclined to suggest the board-level reshuffle pursued in the wake of the 2020 AGM has arguably accomplished little in the way of tempering concerns with Ziopharm’s core oversight architecture, and, in many instances, appears to amplify doubts around the sincerity of the board’s substantive commitment to shareholder engagement […]”

• “[…] we consider Ziopharm’s fully contextualized track record of value creation going as far back as Mr. Tarriff’s appointment is decidedly poor […]”

• “Reinforcing our doubts around strategic execution and executive accountability is the very simple fact that Ziopharm’scurrent materials focus almost exclusively on post-Intrexon developments, in all cases despite the fact that current chairman Scott Tarriff has served as a board member since September 2015 and current board member Laurence Cooper has served as the Company’s CEO since May 2015. Each of these individuals inarguably bears responsibility for failures associated with the amended Intrexon partnership and the costs of exiting that arrangement in October 2018.”

• “Mr. Tarriff has further demonstrated no clear interest in holding Dr. Cooper or any other Ziopharm executive materially accountable for the Company’s regular failure to achieve core strategic objectives.”

With respect to WaterMill’s director candidates and proposals, Glass Lewis noted:

• “Accordingly, we recommend shareholders use the Dissident’s WHITE proxy card to CONSENT to all proposals.”

• “Proposals 5.01 through 5.03 contemplate the elections of Messrs. Postma, Vieser and Weis, respectively. We believe their additions to the board would represent a substantially more favorable outcome relative to maintenance of the status quo based on the expansive concerns detailed within our analyses.”

• “Here, we would briefly acknowledge Ziopharm has actively sought to diminish the appeal of Mr. Weis’ candidacy by citing a string of comments from a November 5, 2018 Chapter 11 bankruptcy filing made by DemeRx, Inc., Mr. Weis’ former employer […] We thus consider Ziopharm’s filing is materially misleading and fundamentally incomplete, and see no cause for investors to oppose Mr. Weis’ candidacy on this basis.”

Robert Postma, principal and founder of WaterMill, commented:

“WaterMill is very pleased that Glass Lewis is recommending shareholders vote for all five of our proposals on the white consent card. We certainly agree that it is in the best interests of shareholders for the full WaterMill slate – Jaime Vieser, Holger Weis and myself – to hold three of seven seats on the Board. The report issued by Glass Lewis accurately summarizes the anti-shareholder culture that has been fostered by the incumbents for far too long. Fortunately, Glass Lewis has given shareholders a clear recommendation for how the dire situation at Ziopharm can hopefully be remedied. I give my word to all of my fellow shareholders that our slate will work tirelessly to put Ziopharm on a path to value creation and regain investor trust. We will ensure that shareholders are a top priority in the boardroom and take ethical, transparent steps to realize the tremendous promise of the Company’s science.”

***

We urge Ziopharm shareholders to consent to all five proposals on the WHITE consent card today by signing, dating and returning it in the postage-paid envelope provided.Please vote each and every WHITE consent card you receive since you may own multiple accounts. If you have already voted a Green revocation card from Ziopharm, a later-dated vote on the WHITE consent card will revoke that vote.

December 11, 2020 is our goal for the submission of written consents. Effectively, this means that you have until December 11, 2020 to consent to the proposals.

You may only consent by voting the WHITE consent card. Please throw away all Green revocation cards you receive.

***

<sup>____________________

1</sup> Permission to quote ISS was neither sought nor obtained. Emphases added.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202006030/en/

For Investors:

Saratoga Proxy Consulting

John Ferguson / Joe Mills, 212-257-1311

[email protected] / [email protected]

For Media:

Profile

Greg Marose / Charlotte Kiaie, 347-343-2999

[email protected] / [email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Communications Finance Consulting Banking Public Relations/Investor Relations

MEDIA:

Posted on December 2, 2020 9:03 pm

Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against Biogen, JOYY, Berry Corporation, and Pinterest and Encourages Investors to Contact the Firm

NEW YORK, Dec. 02, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of Biogen, Inc. (NASDAQ: BIIB), JOYY, Inc. (NASDAQ: YY), Berry Corporation (NASDAQ: BRY), and Pinterest, Inc. (NYSE: PINS). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

Biogen, Inc. (NASDAQ: BIIB)

Class Period: October 22, 2019 to November 6, 2020

Lead Plaintiff Deadline: January 12, 2021

On November 6, 2020, Reuters published an article entitled “FDA advisory panel convenes to discuss whether Biogen Alzheimer’s drug should be approved” which stated that “Biogen shares were halted ahead of the advisory panel meeting.” Later on November 6, 2020, Reuters published an article entitled “U.S. FDA panel votes cannot ignore unsuccessful trial data on Biogen Alzheimer’s drug.”

On this news, Biogen’s stock price fell $92.64 per share, or 28%, to close at $236.26 per share on November 9, 2020, the next trading day.

The complaint, filed on November 13, 2020, alleges that throughout the Class Period defendants made false and/or misleading statements and/or failed to disclose that: (1) the larger dataset did not provide necessary data regarding aducanumab’s effectiveness; (2) the EMERGE study did not and would not provide necessary data regarding aducanumab’s effectiveness; (3) the PRIME study did not and would not provide necessary data regarding aducanumab’s effectiveness; (4) the data provided by the Company to the FDA’s Peripheral and Central Nervous System Drugs Advisory Committee did not support finding efficacy of aducanumab; and (5) as a result, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

For more information on the Biogen securities class action case go to: https://bespc.com/cases/BIIB

JOYY, Inc. (NASDAQ: YY)

Class Period: April 28, 2016 to November 18, 2020

Lead Plaintiff Deadline: January 19, 2021

On November 18, 2020, while the market was open, Muddy Waters Research published a report alleging that JOYY, among other things, had: (i) reported fraudulent revenue; (ii) component businesses that were a fraction of the size that it reports; and (iii) acquired BIGO as part of a scam that benefitted corporate insiders.

On this news, JOYY’s ADRs fell $26.53 per share, or 26.4%, to close at $73.66 per share on November 18, 2020.

The complaint, filed on November 20, 2020, alleges that defendants made false and/or misleading statements and/or failed to disclose that: (1) JOYY dramatically overstated its revenues from live streaming sources; (2) the majority of users at any given time were bots; (2) the Company utilized these bots to effect a roundtripping scheme that manufactured the false appearance of revenues; (3) the Company overstated its cash reserves; (4) the Company’s acquisition of Bigo was largely contrived to benefit corporate insiders; and (5) as a result, defendants’ public statements were materially false and/or misleading at all relevant times.

For more information on the JOYY class action go to: https://bespc.com/cases/YY

Berry Corporation (NASDAQ: BRY)

Class Period: (a) Common stock purchased pursuant and/or traceable to the Company’s initial public offering conducted on or about July 26, 2018 (the “IPO” or “Offering”); or (b) Berry securities purchased between July 26, 2018 and November 3, 2020 (the “Class Period”).

Lead Plaintiff Deadline: January 21, 2021

On June 29, 2018, the Company filed its Registration Statement on Form S-l for the IPO, which, after an amendment, was declared effective by the SEC on July 25, 2018 (the “Registration Statement”). On or around July 26, 2018, Berry conducted the IPO, upon which the Company began trading on the NASDAQ Global Select market (“NASDAQ”), issuing 13 million shares of Berry common stock at $14 per share, generating over $138 million in proceeds before expenses. On July 27, 2018 Berry filed its Prospectus on Form 424B4 with the SEC (the “Prospectus” and, collectively with the Registration Statement, the “Offering Documents”).

On November 3, 2020, Berry reported its financial and operating results for the third quarter of 2020. Among other results, Berry reported non-GAAP EPS and revenue that both fell short of estimates. In addition, Berry reported that during the quarter, “the Company undertook certain operational improvements that caused temporary reductions in our production. Notably, we performed some plugging and abandonment activity that resulted in the temporary shut-in of nearby wells. Additionally, improved steam management reduced overall costs but temporarily increased water disposal and well maintenance needs, resulting in a slight decrease in production.”

On this news, the Company’s stock price fell $0.15 per share, or 5.28%, to close at $2.69 per share on November 4, 2020, representing an 80.78% decline from the IPO price.

The complaint, filed on November 20, 2020, alleges that the Offering Documents were negligently prepared, and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading, and failed to make necessary disclosures required under the rules and regulations governing their preparation. Additionally, throughout the Class Period, defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies. Specifically, the Offering Documents and defendants made false and/or misleading statements and/or failed to disclose that: (i) Berry had materially overstated its operational efficiency and stability; (ii) Berry’s operational inefficiency and instability would foreseeably necessitate operational improvements that would disrupt the Company’s productivity and increase costs; (iii) the foregoing would foreseeably negatively impact the Company’s revenues; and (iv) as a result, the Offering Documents and the Company’s public statements were materially false and/or misleading and failed to state information required to be stated therein.

For more information on the Berry Corporation class action go to: https://bespc.com/cases/BRY

Pinterest, Inc. (NYSE: PINS)

Class Period: May 16, 2019 to November 1, 2019

Lead Plaintiff Deadline: January 22, 2021

On October 31, 2019, the Company announced its financial results for the quarter ended September 30, 2019. The Company reported disappointing financial results, including 8% growth in the U.S. MAUs year over year, reaching 87 million, only 8 million more than the same period of the previous year. Pinterest also missed its consensus projections and reported lower than expected U.S. advertising revenue. The Company only marginally increased its full year 2019 guidance, implying further deceleration in the future quarters.

On this news, the price of the Company’s shares steeply declined by 17%, to close at $20.86 on November 1, 2019.

The Complaint, filed on November 23, 2020, alleges that Pinterest made false and misleading statements to the public throughout the Class Period and failed to disclose that: (i) the Company’s addressable market in the U.S. was reaching its maximum capacity; (ii) which significantly decelerated Pinterest’s future ability to monetize on U.S. average revenue per user; (iii) Pinterest was at an increased risk of losing advertising revenue; (iv) and as a result, defendants’ public statements were materially false and misleading at all relevant times or lacked a reasonable basis and omitted material facts.

For more information on the Pinterest class action go to: https://bespc.com/cases/PINS

About
Bragar
Eagel
& Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

Posted on December 2, 2020 8:57 pm

Arco Platform Limited Closes the Acquisition of Escola da Inteligência

Arco Platform Limited Closes the Acquisition of Escola da Inteligência

Arco welcomes to its portfolio of supplemental solutions a high-quality asset inserted in favorable market trends with exciting growth potential

SÃO PAULO–(BUSINESS WIRE)–Arco Platform Limited, or Arco (Nasdaq: ARCE),today announced that it has received the final antitrust approval from Brazil’s Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE), with no conditions, for its previously announced acquisition of Escola de Inteligência Cursos Educacionais (“EI” or “Escola da Inteligência”). Following this final approval, Arco closed the acquisition today.

Escola da Inteligência is the largest social-emotional learning (SEL) solution in Brazil, serving more than 330 thousand students in 900 schools. EI was founded based on the Theory of Multifocal Intelligence, created by the psychiatrist, researcher and writer Augusto Cury. Mr. Cury has sold more than 30 million books in Brazil and has published his works in more than 70 countries.

“In our industry, brand reputation, quality and distribution are the winning factors, and they all take time to build. We are thrilled to welcome to our portfolio the leading solution in social-emotional learning, a company that has continuously pursued those factors. Together, Escola da Inteligência and Arco will offer high-quality cognitive and social-emotional educational solutions to more than 1.6 million students,” said Ari de Sá Neto, CEO and founder of Arco.

The deal unlocks large growth potential for Arco and Escola da Inteligência. First, it allows Arco to serve the exciting SEL vertical with the leading company in the sector. SEL offers favorable demand trends, further intensified by the COVID-19 pandemic, which have led to >30% organic growth for EI over the past years. Second, it significantly expands the cross-selling potential of both companies, as they share a similar profile of partner schools with a low overlap of existing clients. Finally, the accelerated rollout of technology features in EI’s solution and sales and marketing enhancements are expected to further drive customer satisfaction and demand for an already established and highly regarded solution.

About the Acquisition

The acquisition involves only the private sector business of Escola da Inteligência. The payment terms are:

1. 60% of EI’s shares valued at R$288 million, with R$200 million to be paid at closing and the remaining R$88 million in 2Q21. This implies an EV of R$480 million, 12.5x 2019 EBITDA. This value is subject to adjustments according to EI’s 2021 ACV bookings.
2. 40% of EI’s shares at 6.0x 2023 ACV (equivalent to 2.4x 2023 ACV), to be paid in 2Q23.

About Arco Platform Limited

Arco has empowered hundreds of thousands of students to rewrite their futures through education. Our data-driven learning, interactive proprietary content, and scalable curriculum allows students to personalize their learning experience with high-quality solutions while enabling schools to provide a broader approach to education.

About Escola da Inteligência

Developed by Augusto Cury, EI provides an educational program focused on the development of social-emotional skills within the K-12 school environment. The main goals of the program are the self-management of emotions, development of cognitive functions, improvement of school performance and learning, and development of skills to build healthy relationships and manage conflicts. It also encourages entrepreneurial posture and creativity, increasing the quality of life of teachers, parents and students.

Forward-Looking Statements

This press release contains forward-looking statements as pertains to Arco Platform Limited (the “Company”) within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company’s expectations or predictions of future financial or business performance conditions. The achievement or success of the matters covered by statements herein involves substantial known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the statements we make. You should not rely upon forward-looking statements as predictions of future events. Forward looking statements are made on the basis of the Company’s current expectations and projections relating to its financial conditions, result of operations, plans, objectives, future performance and business, and these statements are not guarantees of future performance.

Statements which herein address activities, events, conditions or developments that the Company expects, believes or anticipates will or may occur in the future are forward -looking statements. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “evaluate,” “expect,” “explore,” “forecast,” “guidance,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “potential,” “predict,” “probable,” “project,” “seek,” “should,” “view,” or “will,” or the negative thereof or other variations thereon or comparable terminology. Moreover, all statements in this press release, whether forward looking or of historical fact, are based on the limited information available to the Company during the due diligence process of EI and its business operations (the “EI Business”) prior to the signing of the acquisition agreement discussed herein. This limited access to information may have impaired the Company’s ability to conduct a full and comprehensive assessment of the EI Business, thus leading to risks and uncertainties. Reasons for this uncertainty include, but are not limited to, the following: (i) the analysis was conducted on the basis of pro forma, unaudited and adjusted financial statements of the EI Business; (ii) the accounting parameters and criteria adopted by the EI Business are different from the ones adopted by the Company; (iii) the transfer of the EI Business to a new entity limits the Company’s ability to assess the proper transfer of all assets and rights to such new entity. In addition, the forward-looking statements regarding the EI Business include risks and uncertainties related to statements about competition for the combined business; risks relating to the continued use of the EI brand in schools not run by the Company; restrictions and/or limitations on the acquisition of the EI Business that may be imposed by antitrust authorities or other regulatory agencies; risks relating to the Company’s ability to attract, upsell and retain customers of the EI Business; and general market, political, economic, and business conditions in Brazil or abroad.

Forward-looking statements represent the Company management’s beliefs and assumptions only as of the date such statements are made, and the Company undertakes no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Further information on these and other factors that could affect the Company’s financial results is included in filings the Company makes with the Securities and Exchange Commission from time to time, including the section titled “Risk Factors” in the Company’s most recent Forms 20-F and 6-K. These documents are available on the SEC Filings section of the Investor Relations section of the Company’s website at: https://investor.arcoplatform.com/

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202006029/en/

Investor Relations Contact:

Arco Platform Limited

Carina Carreira

[email protected]

KEYWORDS: United States South America North America Brazil New York

INDUSTRY KEYWORDS: Primary/Secondary Preschool Education Technology Other Technology Continuing Training

MEDIA:

Logo