Cogna Educação announced that its all‑cash tender offer for Vasta Platform Limited’s Class A common shares has closed, with 97.21 % of the shares tendered and 12,855 shares delivered under guaranteed delivery notices. The offer, which began on September 17, 2025, expired at 5:00 p.m. New York City time on December 10, 2025, and the final results were disclosed the following day.
The company will pay $77.7 million for the 15,526,020 shares tendered, giving it 97.29 % ownership of Vasta’s Class A shares. The offer price of $5.00 per share represented a modest premium over Vasta’s closing price of $4.85 at the time of the initial announcement, a pricing strategy that attracted a high tender rate and helped Cogna consolidate its stake from roughly 80 % to full control.
Vasta Platform, a provider of digital and printed learning materials for private K‑12 schools in Brazil, has shown strong profitability margins but a low Altman Z‑Score below 3, indicating potential financial distress. Cogna’s acquisition is intended to stabilize Vasta’s operations and integrate its educational technology assets into Cogna’s broader portfolio, leveraging synergies in content distribution and technology infrastructure. Cogna’s CEO, Roberto Valério, highlighted the strategic fit and expressed confidence that the combined entity would deliver enhanced value to students and schools.
The transaction is valued at approximately $3.3 billion, a figure reported in earlier coverage of the merger agreement. Cogna’s own financial turnaround—marked by reduced losses and improved recurring EBITDA—provides the cash foundation for the purchase. The deal also allows Cogna to eliminate the regulatory and compliance costs associated with Vasta’s Nasdaq listing, simplifying its corporate structure and potentially freeing capital for future investments.
Following the tender‑offer closure, Cogna plans to delist Vasta’s shares from the Nasdaq and pursue a statutory merger or other acquisition structure to acquire the remaining shares held by other investors. The transaction will be subject to customary regulatory approvals and closing conditions, after which the combined company will operate under Cogna’s brand and governance framework.
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