The Board of Directors of YDUQS (YDUQ3) approved, on November 3, 2026, the protocol for the merger of Afya Limited into the company and called an Extraordinary General Meeting for November 25, 2026, on first call. Under the transaction, Afya will be extinguished and YDUQS will become the surviving company, remaining listed on B3's Novo Mercado. The combination was agreed on September 23, 2026.
Under the exchange ratio, current Afya shareholders will hold 69.0% of the share capital of the combined company, and YDUQS shareholders will hold 31.0%, on a fully diluted basis. Each Class A or Class B common share of Afya will entitle its holder to 6.408347 YDUQS common shares, rounded down. Fractions will be sold on B3 and the net proceeds will be passed on to the former Afya shareholders. Afya shareholders who do not meet the requirements of United States law will receive only the net proceeds from the sale of the shares they would otherwise be entitled to. YDUQS shareholders will not have withdrawal rights.
YDUQS projects synergies with a net present value of R$ 2 bn to R$ 2.2 bn, of which 80% could be achieved in the first three years after closing, already net of the effects of Pillar 2 and integration costs. The projection uses a growth rate of 4.3% and a weighted average cost of capital of 14.01%, and is an estimate subject to risks. YDUQS's costs for the transaction are not expected to exceed R$ 50 mn.
Together, the companies would have about 38 thousand undergraduate medical students, with 11.4 thousand from YDUQS and 26.4 thousand from Afya, and 5,888 authorized annual seats (3,768 from Afya and 2,120 from YDUQS), according to data as of June 30, 2026. Afya also has more than 56 thousand active students in continuing education and more than 200 thousand paying users of its digital solutions for physicians.
Closing depends on the final and unappealable approval of CADE, approval at the shareholder meetings of both companies, and other conditions. The combined company will be subject to the OECD's Pillar 2 rules, which set a minimum effective tax of 15% per jurisdiction, which may increase its tax burden. If CADE does not approve, the transaction will not be completed.
