ALLIANÇA SAÚDE E PARTICIPAÇÕES S.A. (“Company” or “Alliança”) (B3: AARL3), pursuant to article 157, paragraph 4, of Law No. 6404, of December 15, 1976, as amended, and Securities and Exchange Commission Resolution No. 44, of August 23, 2021, as amended. 44, of August 23, 2021, as amended, hereby informs its shareholders and the market in general of the signing of the “Shareholding Exchange Agreement” (“Exchange Agreement”), with Fonte de Saúde Fundo de Investimento Participações Multiestratégia (“FIP”), through which it undertook to exchange all of the shareholdings held by the Company in Enleva Participações em Saúde Ltda, Enleva Saúde Rondônia SPE S.A., RMTC Diagnósticos por Imagem Ltda., RMTC Soluções e Desenvolvimento Ltda. and Aliança Benefícios e Serviços Ltda. (together, the “Alliança Companies”) for the entire equity interest held by the FIP in Hemera Serviços Médicos e Holding S.A. (“Hemera” and “Exchange”, respectively).
The Share Exchange is part of the Company’s business plan, as it represents a further step towards specializing the Company’s activity in the specific segment of diagnostic medicine and clinical analysis, mainly aimed at serving health operators, insurers and cooperatives, as well as expanding the Company’s operational capacity and expanding its activities in the health market in the state of Rio de Janeiro.
The holdings held by Alliança in the Alliança Companies and by the FIP in Hemera were evaluated by a specialized company, for the purposes of negotiation and determining the economic value of the assets exchanged. Under the terms of the Exchange Agreement, Alliança must pay R$ 17,231,000.00 (seventeen million, two hundred and thirty-one thousand reais) to the FIP as a return in 36 (thirty-six) months from the closing date, adjusted by 100% of the CDI variation, by means of (i) available electronic transfer – TED to an account held by the FIP; and/or (ii) delivery of shares issued by the Company.
The effective implementation of the Exchange remains subject to the fulfillment of certain conditions precedent usual to this type of operation, including the approval of the Company’s shareholders at the General Shareholders’ Meeting called for May 29, 2024 (“EGM”).
Further information on the Exchange and the Exchange Agreement will be made available to shareholders when the Management Proposal for the EGM is presented.
The Company will keep its shareholders and the market informed about the Exchange.
São Paulo, May 8, 2024
ALLIANÇA SAÚDE E PARTICIPAÇÕES S.A.