Afya Ltd (AFYA) Form 6-K — Sep 30, 2026
Afya Limited entered into a merger agreement dated September 23, 2026 with YDUQS Participações S.A. under which Afya will be merged into YDUQS pursuant to Section 237 of the Cayman Companies Act, with YDUQS as the surviving Combined Company listed on B3's Novo Mercado. Each Afya Class A and Class B share will be exchanged for 6.408347 YDUQS common shares, leaving Afya shareholders owning 69.0% and YDUQS shareholders 31.0% of the Combined Company on a fully diluted basis. The Exchange Ratio is fixed, based on a locked box as of June 30, 2026, and subject only to arithmetic adjustments.
Key figures
- Exchange Ratio
- 6.408347
- Long stop date
- 2028-03-31
- Locked box date
- 2026-06-30
- Yduqs net debt cap brl
- 750000000
- Afya ownership combined
- 69.0%
- Pre egm break up fee brl
- 325000000
- Yduqs ownership combined
- 31.0%
- Post egm break up fee brl
- 650000000
- Yduqs max distribution brl
- 750000000
- Working capital cap afya brl
- 319000000
- Working capital cap yduqs brl
- 816000000
- Working capital floor afya brl
- 169000000
- Working capital floor yduqs brl
- 616000000
- Material adverse effect ebitda decline
- 20%
AI analysis
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