CENTRO DE IMAGEM DIAGNOSTICA S.A. (“Company”; “Alliar”) (B3: AALR3) in compliance with article 157, paragraph 4, of Law No. 6,404 of December 15, 1976, as amended, and CVM Resolution No. 44, of August 23, 2021, and in addition to the Notices to the Market disclosed on October 6th, December 2nd and 14th, 2022, January 4th, and February 2nd, 2023, hereby informs its shareholders and the market as follows.
According to a notice received from the controlling shareholder, Fonte de Saúde Fundo de Investimento em Participações Multiestratégia (“Offeror”), it filed yesterday a request for exceptional treatment in order to postpone the deadline to comply with the requirement to file the signed version of the intermediation agreement to be entered into with the intermediary institution for the mandatory tender offer due to the sale of the Company’s corporate control (“Tender Offer”).
According to the CVM’s Board decision on Case No. 19957.004861/2022-18, the deadline to comply with the requirement was February 13th, 2023.
Nevertheless, the Offeror and Trustee Distribuidora de Títulos e Valores Mobiliários Ltda. (“Trustee”) were not able to reach an agreement on satisfactory terms to both parties. Therefore, Trustee will not be the Tender Offer’s intermediary institution. Within the term above, the Offeror looked for other financial institutions that would be willing to replace the intermediary institution.
On this date, the Offeror is carrying out negotiations in advanced stage with a top-tier financial institution. However, there are still certain operational aspects that shall be formalized before the parties are able to sign the intermediation agreement.
In this regard, the Offeror filed with CVM an exceptional treatment request asking for an additional term to send all Tender Offer’s documents, which deadline would be March 17, 2023. The Offeror will use its best efforts to submit all documents before such deadline.
To reduce the potential effects to the Company’s shareholders, the Offeror has committed itself to adopt the following measures, in case CVM accepts the request for deadline extension:
(a) Reduce the Tender Offer’s term set forth in item 2.3 of the Tender Offer’s Notice, which represents the term between the publication of the Tender Offer’s Notice and the Auction’s date, from 45 (forty-five) to 30 (thirty) days, the minimum term authorized by CVM Resolution No. 85/21; and
(b) Reduce the period between the granting of the Tender Offer registration by CVM and the Tender Offer’s Notice disclosure to the market.
Finally, the Offeror committed itself to keep the Company and the market dully informed about the signing the intermediation agreement with the intermediary institution.
São Paulo, February 14th, 2023
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Pedro Aparicio
CFO & Investor Relations Director
E-mail: ri@alliar.com