Fusion Corporate Partners

Pearson, the world’s leading education company, and Sistema Educacional Brasileiro (SEB), one of Brazil’s leading education companies, are today announcing a strategic partnership to develop educational products and services for the fast-growing Brazilian education market. Under the terms of the agreement, Pearson will acquire SEB’s school learning systems business and will provide technology and materials to SEB’s educational institutions.

Pearson has signed a definitive agreement to acquire SEB’s learning systems division for a cash consideration of R$888m (US$497m; £326m) or R$22 per unit. The Zaher family, SEB’s 70% majority shareholder, will retain SEB’s school and higher education institutions, which will become major customers of Pearson.

The transaction will take place in two stages. First, following a reorganisation to separate the learning systems business from the rest of SEB, Pearson will pay 70% (R$613m) of the total purchase price to the Zaher family. Pearson will then launch a delisting tender offer and pay the remaining 30% (R$275m) to SEB’s public shareholders. This process is expected to be completed in the second half of 2010. The closing is not conditional on antitrust or other regulatory approvals, but the transaction will be reviewed by Brazilian antitrust authorities.

Brazil is one of the world’s largest education markets with 56m students and an educational materials market valued at approximately $2bn. SEB was founded more than 40 years ago and listed on Bovespa (Bovespa: SEBB11) in October 2007. It has strong positions in several key segments of the Brazilian education market:

It is a leading provider of sistemas (or ‘learning systems’) to pre-school, primary and secondary schools. A sistema is an integrated learning system incorporating curriculum design, teacher support and training, print and digital content, technology platforms, assessment and other services. SEB’s four sistemas – COC, Dom Bosco, Pueri Domus and NAME – serve more than 450,000 students across both private and public schools.

It offers undergraduate and graduate programmes to approximately 9,000 college students and distance learning courses for undergraduate, graduate, test preparation and further education programmes.
It directly operates 31 schools providing full-time pre-school, primary, secondary and test preparation courses.
Based on current market conditions, Pearson expects SEB’s learning systems division to generate revenues of around R$160m in 2010 and to continue to grow rapidly. The division has achieved average organic revenue growth of more than 20%, supplemented by acquisitions, and operating margins of around 35%. Pearson will invest to grow the business, integrating its content, assessment and digital services into SEB’s sistemas and enabling SEB to provide a more complete offering to a wider range of schools and students. The integration of SEB’s significant infrastructure with Pearson’s existing business in Brazil will enable Pearson to reduce costs for the combined organisation.

Pearson expects the acquisition to enhance adjusted EPS from 2011, its first full year, and to generate a return on invested capital above Pearson’s weighted average cost of capital from 2012.

This acquisition supports Pearson’s goals of building significant education companies in selected fast-growing markets and applying its learning services and technologies to support governments and institutions in making educational opportunities more accessible and more effective. It extends Pearson’s position as the world’s leading education company and follows recent investments in both acquisitions and organic growth opportunities in China, India, Southern Africa and Nigeria.

Juan Romero, president of Pearson Latin America, will relocate to São Paulo to manage the business and lead Pearson’s growth strategy for the region from Brazil.

John Fallon, chief executive of Pearson’s international education company, said:

“Given the size and growth prospects of its education sector, Brazil has been a focus for Pearson for some time. In SEB, we are delighted to have found a dynamic partner who shares our vision and commitment for innovative and effective learning. For Pearson, this also provides a platform to build a more significant Latin American business and takes us further into the provision of broad-based integrated education services.”

Location: Brazil