UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2019

 

Commission File Number: 001-38992

 

Afya Limited 

(Exact name of registrant as specified in its charter)

 

Alameda Oscar Niemeyer, No. 119, Sala 504 

Vila da Serra, Nova Lima, Minas Gerais 

Brazil 

+55 (31) 3515 7550 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

  Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes     No

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes     No

 

   

 

 

 

  

 

TABLE OF CONTENTS

 

EXHIBIT  
99.1 Press release dated November 4, 2019 – Afya Limited Announces the Acquisition of UniRedentor - Sociedade Universitária Redentor
99.2 Presentation – Afya Limited Announces the Acquisition of UniRedentor - Sociedade Universitária Redentor

 

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Afya Limited
     
     
      By: /s/ Virgilio Deloy Capobianco Gibbon
        Name: Virgilio Deloy Capobianco Gibbon
        Title: Chief Executive Officer

 

Date: November 4, 2019

 

 

 

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE:

 

 

Afya Limited Announces the Acquisition of UniRedentor - Sociedade Universitária Redentor

 

November 4, 2019 – Afya Limited, or Afya (Nasdaq: AFYA) today announced the acquisition, through its wholly-owned subsidiary Afya Participações S.A., of 100% of the total share capital of UniRedentor - Sociedade Universitária Redentor or Uniredentor. The transaction is subject to antitrust regulatory approval.

 

Uniredentor is a non-profit post-secondary education institution with governmental authorization to offer on-campus, undergraduate courses in medicine in the State of Rio de Janeiro. Uniredentor also offers other health related undergraduate degrees and graduation programs in medicine and health. In 2018, UniRedentor’s gross revenue totaled R$108 million and more than 70% came from health related programs.

 

The aggregate purchase price was R$225 million, of which: (i) R$125 million will be paid in cash as of the closing date, and (ii) R$20 million is payable in five equal installments through June 2024, adjusted by the CDI rate.

 

The acquisition will contribute 112 medical school seats to Afya, increasing Afya’s total medical school seats to 1,684 and will fortify Afya’s presence in medical graduation courses.

 

About Afya

 

Afya is a leading medical education group in Brazil based on number of medical school seats, delivering an end-to-end physician-centric ecosystem that serves and empowers students to be lifelong medical learners from the moment they join us as medical students through their medical residency preparation, graduation program, and continuing medical education activities.

 

Contact: Investor Relations: ir@afya.com.br

 

 

Exhibit 99.2

 

 

Afya Announces the Acquisition of UniRedentor Sociedade Universitária Redentor November 2019

 

 

2 Transaction Summary FORMAT Afya Limited through its wholly - owned subsidiary Afya Participações S . A . acquired 100 % of the total share capital of Sociedade Universitária Redentor , or UniRedentor . UniRedentor is a high quality post - secondary education institution , located in the State of Rio de Janeiro, the 2 nd largest GDP of Brazil . This acquisition is aligned with Afya’s strategy , since it will contribute 112 medical school seats to Afya and to Afya’s presence in medical specialization programs . CONDITIONS The aggregate purchase price is R$ 225 million : The transaction is subject to antitrust regulatory approval Estimated Closing date: January 2020, when the price will be adjusted by Net Debt * Installments will be a djusted by the CDI rate Installment * Date Value (in R$ million) 0 Closing Date 125.0 1 Dec 2020 20.0 2 Dec 2021 20.0 3 Dec 2022 20.0 4 Jun 2023 20.0 5 Jun 2024 20.0

 

 

3 Transaction Rationale Geographical Diversification Medical Education Focus Synergies & value creation Potential Upsides x Afya’s entry in a new s tate of BR Southeast : Rio de Janeiro (2nd largest GDP in Brazil) x Adds 112 medical school seats to Afya’s network, expanding its number of authorized medical school seats to 1,684 x Medical school represents > 60% of undergrad net revenue x Medical and other healthcare graduate courses represents ~25% of total net revenues x Medical school in the final stage of maturation, with room for improvement of occupancy rates x Potential of 806 medical students at maturity, compared ~511 in 2H19 x Attractive average medical school ticket of R$9,730/student - month x Opportunity to improve margins through the implementation of Afya’s curriculum and shared service center (Prior to this deal, Redentor has operated as a non for - profit entity) x 44 additional Medicine annual seats already requested to MEC x Graduate courses are relevant in UniRedentor and could represent important growth vector to Afya’s BU2 adding new programs , partnerships and distribution channels

 

 

4 Itaperuna * IGC and CC are official MEC (BR Ministry of Education ) metrics that indicates the quality of an educational institution and its courses , in a range of 1 to 5: • IGC (Índice Geral de Cursos - General Courses Index): general concept for the instituion • CC (Conceito de Curso - Course Concept ): individual grade for a single course Reputable brand in the region of operation, with high quality standards * : IGC grade 4 and Medicine CC grade 4 UniRedentor | Overview | 2018 Gross Revenue R$ 108.8 MM +70% of Gross Revenue comes from health Medical degree undergrad. 36% Other undergrad. health degree 9% Medical grad. program 18% Other health grad. programs 8% Other programs 29%

 

 

5 UniRedentor will contribute to Afya’s strategy Continuing Medical Education Medical Specialization Programs Medical School Residency Preparatory Courses Afya’s Segments 18 - 24 years old 24 - 26 years old 26 - 28 years old 28+ years old ~ 6.3k* B2C Students 1,572 seats ~7.6k ~1.8k ~1.0k 93,000 15,000 48,800 3,500 Enrolled Students ( Q2’ 19) Avg. Ticket (R$ / year, 2018) UniRedentor Segments ~ 511 B2C Students 112 seats (potential 44 additional seats) ~1.0k 116,760 ~18,500 Enrolled Students (1H19) Avg. Ticket (R$ / year, 1H19) Medical School Medical Specialization Programs * Number of students in the Q3’19, when guidance was disclosed ** Number of students in 2018

 

 

6 Afya post Transaction Digital Platform & Schools Operating Undergraduate Schools Operating Graduate Schools Approved Undergraduate Schools Digital Platform Legend Presence in Rio de Janeiro Campus State # Medicine Seats * Started Operation % of Maturation Stage *** Porto Nacional TO 120 2004.2 100% Araguaína TO 80 1999.1 100% Palmas TO 120 2017.2 42% Itajubá MG 87 1968.1 100% Ipatinga MG 100 1999.1 100% Teresina PI 171 2004.2** 94% Sâo João Del Rei MG 49 2015.2 75% Parnaíba PI 80 2015.2 75% Pato Branco PR 110 2017.2 42% Vitória da Conquista BA 100 2015.1 83% Itabuna BA 85 2018.2 25% Marabá PA 120 2019.2 8% Cametá PA 50 To Start operation 0% Cruzeiro do Sul AC 50 To Start operation 0% Itacoatiara AM 50 To Start operation 0% Manacapuru AM 50 To Start operation 0% Santa Inês MA 50 To Start operation 0% Abaetetuba PA 50 To Start operation 0% Bragança PA 50 To Start operation 0% Itaperuna (UniRedentor) RJ 112 2015.2 75% Total 1.684 56% * As of 2019.2 *** Maturation stage calculated since the institution started operation ** Afya awarded adittional 61 seats on June 2017, that are still maturating. The other 110 seats are already matured.

 

 

7 Afya post Transaction: Build - Up of Future Medical Students Current Medical Students @Maturity Projected Post - IPO Acquisition (after IPEC and UniRedentor ) 11.3k UniRedentor @Maturity 0.8k 5.5k Projected Future Medical Students 17.6k ~12.1k At maturation + 14% CAGR until 2025 ~4.5k Medical Students 2018 Contracted Growth At maturation: ~12.1k students ~11.5k Medical Students 2025

 

 

8 Thank You ! Contact : IR@AFYA.COM.BR