Afya-YDUQS Merger Agreement Filed: 69/31 Split, R$650M Break-Up Fee, Locked Box Terms

summarizeSummary

Afya filed the full merger agreement with YDUQS, specifying the 6.408347 exchange ratio, R$650M break-up fee, locked box mechanics, and March 2028 long stop date.

check_boxKey Events · M&A and Partnerships · AFYA

• Exchange Ratio Fixed at 6.408347

  Each Afya share converts to 6.408347 YDUQS common shares, giving Afya shareholders 69% and YDUQS shareholders 31% of the combined company on a fully diluted basis.

• Break-Up Fees: R$325M Pre-EGM, R$650M Post-EGM

  A breaching party pays R$325 million if the deal fails before shareholder approval, rising to R$650 million after EGM approval but before closing.

• Locked Box Date June 30, 2026

  Economic terms are fixed as of June 30, 2026 with no exchange ratio adjustment for post-lock-box changes in net debt or working capital, subject to leakage compensation and a R$750M YDUQS net debt cap.

• Long Stop Date March 31, 2028

  All conditions precedent must be satisfied by March 31, 2028, with automatic extensions for CADE remedies or judicial injunctions up to 180 days.

auto_awesomeAnalysis · AFYA · Trade & Services

The full merger agreement reveals the deal mechanics behind the September 23 announcement. Afya shareholders receive 6.408347 YDUQS shares per Afya share, locking in a 69%/31% ownership split. The agreement includes a R$650 million post-EGM break-up fee, a R$750 million YDUQS net debt cap, and a locked box structure dated June 30, 2026 that prevents exchange ratio adjustments for post-lock-box changes. The long stop date of March 31, 2028 gives the parties up to 18 months to close, with CADE antitrust approval as the primary gating condition. This transforms the merger from a headline into a fully specified transaction with concrete economic terms and termination rights.