Material Fact
CENTRO DE IMAGEM DIAGNOSTICS S.A. (“Company”. “Alliar”) (B3: AALR3) in compliance with the provisions of the Securities and Exchange Commission (“CVM”) Resolution No. 44, of August 23, 2021, as amended communicates to its shareholders and the market in general that, on this date, received, for disclosure to the market, notices sent (i) by the representatives of the shareholders of the Company‘s control block, signatories of the shareholders‘ agreement executed on August 20, 2021, as amended (“Current Shareholders‘ Agreement”) (“Sellers”), and (ii) by Fonte de Saúde Fundo de Investimento em Participações Multiestratégia, registered with CNPJ/ME under No. 42.479.729/0001-32 (“Buyer”), informing that, on this date: (a) the second amendment to the Company‘s share purchase and sale agreement was executed, entered into on December 21, 2021 between Sellers and Buyer, as disclosed by the Company in a material fact of the same date (respectively, “Agreement” and “2nd Addendum”); and (b) the closing of the purchase and sale operation of shares object of the Agreement was carried out (“Closing”).
As indicated in the notices, the 2nd Amendment aims to: (i) define the number of shares issued by the Company to be effectively sold by the Sellers at Closing, which is 44,915,088 shares, equivalent to 37.969% of the total shares issued of the Company (“Closing Shares”), as well as the price per share and the applicable monetary restatement, which totaled R$ 20.71; (ii) establish that the shares issued by the Company held by the Sellers that remain encumbered with liens will not be sold at Closing, creating, however, an acquisition obligation by the Buyer as soon as they are free of any liens; (iii) inclusion of a new put option that may be required, at each Seller‘s sole discretion, on December 23, 2022 (“2022 Put Option”); (iv) change the number of shares issued by the Company that are the object of the put option originally provided for in the Agreement (“2024 Put Option”); (v) adjust the allocation of shares object of the Agreement, so that, of the total shares issued by the Company held by the Sellers individually and subject to the Agreement: 74.57% were included in the Closing Shares and in the shares mentioned in item ii above, 16.78% were included in the 2022 Put Option and 8.65% were included in the 2024 Put Option; (vi) provide for the execution, at Closing, of a shareholders‘ agreement between the Sellers and the Buyer (“New Shareholders‘ Agreement”); and (vii) expressly provide that, as a result of the Closing constitutes a disposal of the Company‘s control, for the purposes and in accordance with the statutory, legal and regulatory provisions applicable, the Buyer, that shall now hold 63.284% of the shares issued by Company, has undertaken to launch a mandatory tender offer for the acquisition of shares of the Company (MTO/OPA).
Additionally, pursuant to the notices, as part of the Closing on this date: (i) the Closing Shares were effectively transferred, by the Sellers to the Buyer, in a definitive and irreversible manner; (ii) the Current Shareholders‘ Agreement was terminated; and (iii) the agreements relating to the 2022 Put Option and the 2024 Put Option, as well as the New Shareholders‘ Agreement, were signed, definitively and irreversibly, between the Sellers and the Buyer.
As resolved at a meeting of the Board of Directors held on this date, the resignations of Messrs. Roberto Kalil Issa Filho, Roberto Kalil Issa, Sergio Tufik, Ana Teresa do Amaral Meirelles and Ana Paula Alves dos Santos as effective members of the Company‘s Board of Directors. In view of these resignations, the Board of Directors also resolved on the election of new members to occupy the vacant positions, to complement the term of office of 2 (two) years until the annual general meeting that approves the accounts for the fiscal year ended on December 2022. Accordingly, the composition of the Company‘s Board of Directors was changed, with the following new configuration: (a) Nelson Sequeiros Rodriguez Tanure, as Chairman of the Board of Directors; (b) Isabella Tanure Correa, as an effective member of the Board of Directors; (c) João Pedro Martins do Couto de Figueiredo, as effective member of the Board of Directors; (d) José Carlos de Araújo Pedrosa, as effective member of the Board of Directors; (e) Guilherme Luis Pesenti e Silva, as an effective member of the Board of Directors; elected on this date and remain on the Board of Directors (f) Daniel Rizardi Sorrentino, as Vice-Chairman of the Board of Directors; (g) Sergio Brasil Tufik, as an effective member of the Board of Directors; (h) Cláudio Otavio Prata Ramos, as effective member of the Board of Directors; (i) Fernando Henrique de Aldemundo Pereira, as an effective member of the Board of Directors; (j) Hélio Ferreira Lopes, as an effective member of the Board of Directors; and (k) Fernando Machado Terni, as an effective member of the Board of Directors.
Finally, still in accordance with the notices, the Company clarifies that the New Shareholders‘ Agreement essentially provides for the Sellers‘ right to (i) appoint up to 2 (two) members to the Company‘s Board of Directors; and (ii) approve certain protective matters within the scope of the general shareholders‘ meeting or meeting of the Company‘s Board of Directors, as applicable. The New Shareholders‘ Agreement will be valid during the term of the 2022 Put Option.
The entire content of the Sellers‘ Notice is contained as Attachment I to this Material Fact, while the entire content of the Buyer‘s Notice is contained as Attachment II to this Material Fact.
The Company reiterates its commitment to keep the market informed about material facts and acts, in compliance with applicable regulations.
São Paulo, April 14, 2022.
To access the full document, click here.
Karla Maciel
CEO & IRO
E-mail: ri@alliar.com