CCENTRO DE IMAGEM DIAGNÓSTICOS S.A. (“Company”) (B3: AALR3), in compliance with art. 157, § 4, of Law No. 6.404, of December 15, 1976, as amended and to the provisions of Securities Commission Resolution No. 44, of August 23, 2021, as well as in addition to the material facts disclosed by the Company on November 18, 2021 and November 26, 2021, informs its shareholders and the market in general that it has received, on this date, notices for disclosure to the market sent (i) by the representatives of the shareholders of the Company‘s controlling block , signatories of the shareholders‘ agreement entered into on August 20, 2021, as amended (“Controlling Shareholders” and “Controlling Shareholders Notice”, respectively), and (ii) by Fonte de Saúde Fundo de Investimento em Participações Multistrategia (“Purchaser” and “Purchaser‘s Notice”, respectively); informing that the Controlling Shareholders and the Purchaser signed a contract for the purchase and sale of shares issued by the Company, containing the terms and conditions related to the sale, by the Controlling Shareholders, of up to 62,399,842 (sixty-two million, three hundred and ninety-nine thousand, eight hundred and forty-two) common shares issued by the Company to the Purchaser, for the amount of R$20.50 (twenty reais and fifty cents) per share (“Transaction”).
Under the terms of the notifications: (i) the closing of the Transaction will be subject, among other conditions usual to contracts of this nature, to the approval of the Administrative Council for Economic Defense – CADE; and (ii) on the closing date of the Transaction, the members of the Company‘s Board of Directors appointed by the Controlling Shareholders must resign from their respective positions.
Finally, according to the notifications, considering that (i) the closing of the Transaction is subject to the verification of certain precedent conditions; and (ii) the Controlling Shareholders were granted the right to exclude shares from the total amount of shares to be sold, without any restriction or consequence; the final number of shares to be effectively acquired by the Purchaser, as well as the effective implementation of the Transaction itself, will only be determined at the time of closing.
In this way, any incidence of the obligation to carry out a takeover bid by the Purchaser, will only be known and confirmed with the conclusion of the Transaction.
The entire content of the Notice of Controllers is attached as Attachment I to this material fact, while the entire content of the Notice of Purchaser is found 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, December 21, 2021.
To access the full document, click here.
Gabriel Rozenberg
IRO
E-mail: ri@alliar.com