UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-38673
Arco Platform Ltd.
(Exact name of registrant as specified in its
charter)
Rua Augusta 2840, 9th floor, suite 91
Consolação, São Paulo –
SP
01412-100, Brazil
+55 (11) 3047-2655
(Address of principal
executive office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Arco Platform Ltd. |
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By: |
/s/ Roberto Rabello Otero |
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Name: |
Roberto Rabello Otero |
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Title: |
Chief Financial Officer |
Date: November 7, 2023
Exhibit 99.1
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Arco to Hold
Extraordinary General Meeting
of Shareholders
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São Paulo, Brazil, November 7, 2023
– Arco Platform Limited (Nasdaq: ARCE) (“Arco” or “Company”), a leading operating system for K-12 schools,
today announced that it has called an extraordinary general meeting of shareholders (the “EGM”), to be held on December 4,
2023 at 9:00 a.m. (Brasilia time), at Rua Augusta 2840, 16th floor, Consolação, São Paulo — SP,
Brazil, to consider and vote on, among other things, the proposal to authorize and approve the previously announced agreement and plan
of merger (the “Merger Agreement”), dated as of August 10, 2023, among the Company, Achieve Holdings (“Achieve”)
and Achieve Merger Sub, a wholly owned subsidiary of Achieve (“Merger Sub”), the plan of merger required to be filed with
the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions contemplated thereby, including
the Merger (as defined below).
Pursuant
to the Merger Agreement and the Plan of Merger, at the effective time of the Merger, Merger Sub will merge with and into the Company and
cease to exist, with the Company being the surviving company and becoming a wholly-owned subsidiary of Achieve (the “Merger”).
If consummated, the Merger would result in the Company becoming a privately held company, and the Company’s common shares would
be exchanged for a purchase price of US$14.00 per share in cash and would
no longer be listed or traded on any stock exchange, including the Nasdaq Global Select Market.
The Company’s board of directors (the “Board”),
acting upon the unanimous recommendation of a special committee of the Board consisting of four independent directors, authorized and
approved the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger,
and recommends that the Company’s shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement,
the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.
Shareholders of record at the close of business
in the Cayman Islands on November 7, 2023 will be entitled to attend and vote at the EGM and any adjournment thereof.
Additional
Information About the Merger
Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the definitive proxy statement attached as Exhibit (a)-(1)
thereto (the “Schedule 13E-3”), as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”),
which can be obtained, along with other filings containing information about the Company, the proposed Merger and related matters, without
charge, from the SEC’s website www.sec.gov. Shareholders who have questions or requests for assistance in completing and
submitting proxy cards or need additional copies of the definitive proxy statement or the proxy card should contact Innisfree M&A
Incorporated, the proxy solicitor, at +1 (877) 750-8307 (toll-free from the United States and Canada) or +1 (412) 232-3651 (from other
countries).
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive
officers may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the shareholders with respect
to the proposed Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies
is set forth in the Schedule 13E-3.
This announcement is neither a solicitation of
proxy, an offer to purchase nor a solicitation of an offer to sell any securities, and it is not a substitute for any proxy statement
or other materials that may be filed with or furnished to the SEC should the proposed merger proceed.
About Arco Platform Limited (Nasdaq: ARCE)
Arco has empowered millions of students to rewrite
their futures through education. Our data-driven learning methodology, proprietary adaptable curriculum, interactive hybrid content, and
high-quality pedagogical services allow students to personalize their learning experience while enabling schools to thrive.
Forward-Looking
Statements
This announcement contains forward-looking statements,
including, but not limited to, the anticipated timing of closing the transaction and statements regarding the funding and consummation
of the transactions. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,”
“confident” and similar statements. Statements that are not historical or current facts, including statements about beliefs
and expectations, are forward-looking statements. Forward-looking statements involve factors, risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in these forward-looking statements. Such factors, risks and uncertainties
include the possibility that the Merger will not occur on the timeline anticipated, or at all, if events arise that result in the termination
of the Agreement, or if one or more of the various closing conditions to the Merger are not satisfied or waived, or if the regulatory
review process takes longer than anticipated and other risks and uncertainties discussed in documents filed with the SEC by the Company
as well as the Schedule 13E-3 and the proxy statement to be filed by the Company. All information provided in this press release is as
of the date of the press release, and the Company undertakes no duty to update such information, except as required under applicable law.
Further information on these and other factors
is included in filings the Company makes with the SEC from time to time, including the section titled “Risk Factors” in the
Company’s most recent Form 20-F, as well as the Form 6-K and Schedule 13E-3 (which will include the proxy statement) to be filed
by the Company. These documents are available (or will be available when filed) on the SEC Filings section of the Investor Relations section
of the Company’s website at: https://investor.arcoplatform.com/.
Investor Relations Contact
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Arco Platform Limited
IR@arcoeducacao.com.br
https://investor.arcoplatform.com/
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Arco Platform (NASDAQ:ARCE)
過去 株価チャート
から 5 2024 まで 6 2024
Arco Platform (NASDAQ:ARCE)
過去 株価チャート
から 6 2023 まで 6 2024