VSTA News & Events

Vasta Platform Ltd trading halted, volatility trading pause

Vasta Platform announced that it has notified the Nasdaq Stock Market of its decision to voluntarily delist its Class A Common Shares from the Nasdaq Global Select Market. Vasta intends to file a Form 25 with the SEC to remove its shares from listing on the Nasdaq Global Select Market on or about January 19, and deregister such securities under Section 12(b) of the Exchange Act, and as a result, Vasta expects that the last trading day of its shares on the Nasdaq Global Select Market will be on or about January 29. Furthermore, prior to January 31, the company intends to file a Form 15 with the SEC to suspend the company's reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

COGNA EDUCACAO (COGNY) announced the final results of its previously announced all cash tender offer pursuant to an offer to purchase dated September 17 any and all of the outstanding Class A common shares, par value $0.00005 per share, traded on the Nasdaq Global Select Market, of Vasta Platform (VSTA), other than any Class A Common Shares held, directly or indirectly, by Cogna, at a price equal to $5.00 per Class A Common Share. The Offer expired at 5:00 p.m., New York City time, on December 10. Equiniti Trust Company has advised Cogna that a total of approximately 15,526,020 Class A Common Shares were validly tendered into the Offer and not validly withdrawn, representing approximately 97.21% of the outstanding Class A Common Shares. In addition, Notices of Guaranteed Delivery have been delivered for 12,855 Class A Common Shares. As of the Expiration Date, all conditions to the Offer have been satisfied or waived. Cogna has accepted for payment, and expects to pay on December 15, 2025, an aggregate amount of $77.7M for all such Class A Common Shares validly tendered and not validly withdrawn, in accordance with the terms of the Offer. After giving effect to the purchase of the Class A Common Shares in the Offer, Cogna will own 97.29% of the outstanding Class A Common Shares. Following the consummation of the Offer, Cogna intends to cause all Class A Common Shares to be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934 and subject to applicable requirements under the laws of the Cayman Islands, conduct either a statutory merger, a court-sanctioned scheme of arrangement or a compulsory acquisition at the Offer Price for the Class A Common Shares held by any remaining holders.