By Brazil Stock Guide – Cogna Educação S.A. (B3: COGN3) announced late Monday that it plans to launch a tender offer to repurchase up to all outstanding Class A ordinary shares of Vasta Platform Limited (Nasdaq: VSTA) at US$5.00 per share. Based on the 15.8 million Class A shares outstanding at the end of 2024, the transaction could be worth as much as US$79 million.
The proposed price represents a small premium to Vasta’s closing price of US$4.85 on Monday, but remains far below the US$19 per share IPO in 2020, when the company raised about US$406 million in an oversubscribed deal that valued it at roughly US$1.6 billion.
Vasta is Cogna’s unit focused on Brazil’s K-12 education segment, providing learning systems, digital content and school management platforms. The company went public on Nasdaq in 2020 to fund expansion but has since lost significant market value.
According to SEC filings, JPMorgan held 1.38 million Class A shares as of June 2025, equivalent to 8.7% of the class. The support of institutional investors such as JPMorgan will be critical to the outcome of the offer.
Cogna already controls all 64.4 million Class B shares and excluded from the proposal the stock it holds directly or indirectly.
The transaction aims to delist Vasta from the Nasdaq Global Select Market and deregister the company with the U.S. Securities and Exchange Commission. The tender offer is expected to be launched soon, subject to customary market and regulatory conditions.