Fato Relevante
Material Fact – Business combination between Hapvida and GNDI, approval by the shareholders of the companies
HAPVIDA PARTICIPAÇÕES E INVESTIMENTOS S.A.
CNPJ 05.197.443/0001-38 NIRE
233.000.392-71
MATERIAL FACT
BUSINESS COMBINATION BETWEEN HAPVIDA AND GNDI
APPROVAL BY THE COMPANIES’ SHAREHOLDERS
HAPVIDA PARTICIPAÇÕES E INVESTIMENTOS S.A. (B3: HAPV3)(Hapvida), pursuant to Instruction CVM No. 358/02 and No. 565/15, as amended, and in addition to the material facts released on January 8, 2021, February 15, 2021 and February 27, 2021, inform their respective shareholders, the market in general and other interested parties, in accordance with the Association Agreement and Other Covenants (Agreement) executed on February 27, 2021, between Hapvida, Notre Dame Intermédica Participações S.A. (B3: GNDI)(GNDI), Hapvida Participações e Investimentos II S.A. (HapvidaCo), a Hapvida´s subsidiary, and PPAR Pinheiro Participações S.A. (PPAR), Hapvida’s parent company, at Hapvida, HapvidaCo and GNDI extraordinary general meetings (EGM) held on this date, the business combination between Hapvida and GNDI (Transaction) was approved by the shareholders of the respective companies, pursuant to the terms and conditions described in the Agreement, in addition to the approval of other matters included in the respective agendas of each of the general shareholders’ meetings held by Hapvida, GNDI and HapvidaCo.
Effectiveness and Consummation of the Transaction
As previously disclosed, the consummation of the Transaction remains subject to the verification of conditions precedent, including approval by the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE) and the National Supplementary Health Agency (Agência Nacional de Saúde Suplementar – ANS), as well as the implementation of other certain usual conditions for transactions of this type, as set forth in the Agreement. Hapvida will keep the market and its shareholders informed about the consummation of such conditions.
After the conclusion of the conditions precedent, Hapvida’s Board of Directors will convey a meeting to, under the terms of the Agreement: (i) confirm the conclusion (or waiver, as the case may be) of the conditions precedent of the Transaction; (ii) set the effective date of the Transaction and the effectiveness of Hapvida’s new bylaws, under the terms and conditions of the Agreement, in addition to other resolutions provided for in the Agreement. After conveying Hapvida Board of Directors’ Meeting, the company will disclose a Material Fact regarding the consummation of the Transaction, informing the date of consummation of the Transaction and other information regarding the delivery and issuance of Hapvida’s shares to GNDI shareholders.
Right of Withdrawal
Hapvida’s shareholders, as shareholders of the surviving company, will not have the right to withdraw as a result of the Transaction. GNDI shareholders will also not have the right to withdraw as a result of the Transaction, given that the common shares issued by GNDI have liquidity and dispersion in the market, as provided for in articles 252, § 1 and 137, II of the Brazilian Corporation Law.
Hapvida will keep its shareholders and the market informed about subsequent facts related to the Transaction, in accordance with CVM law and regulation.
Fortaleza, CE, March 29, 2021
MAURICIO TEIXEIRA
Chief Financial and Investor Relations Officer