Afya Yduqs Merger Agreement Signed to Combine Brazil Education Giants
Brazil · Business
Key Facts
- —What happened The Afya Yduqs merger was agreed late on Wednesday 23 September 2026, after a month of publicly confirmed talks.
- —How the deal works Each Afya share becomes 6.408347 new Yduqs shares. Afya holders end up with 69 percent, Yduqs holders with 31 percent.
- —Who ends up on top Bertelsmann, the German media and education group that already controls Afya, would hold 47.4 percent and name most directors.
- —The country Brazil is Latin America’s largest economy, with about 213 million people, governed by President Luiz Inácio Lula da Silva since 2023.
- —The money The currency is the real, quoted at 5.14 to the US dollar on 23 September 2026, so local figures shrink on conversion.
- —The catch Nothing has closed. Both sets of shareholders must vote, Brazil’s antitrust authority must clear it, and the deadline is 2028.
The Afya Yduqs merger would take one of Brazil’s leading medical-school groups off Nasdaq and move it to São Paulo. There is no cash price: Afya shareholders receive new Yduqs shares.
The Afya Yduqs merger agreement was signed late on Wednesday 23 September 2026. It commits two of Brazil’s largest listed education companies to combining.
Afya runs medical schools and its shares trade on Nasdaq in New York. Yduqs runs universities and distance learning, and trades in São Paulo.
Under the agreement Afya is absorbed into Yduqs, which survives as the combined company. Afya itself would cease to exist and its shares would leave Nasdaq.
What the two companies actually agreed
The terms came in a joint statement issued through Business Wire at 9:09 p.m. New York time. That was just after 10 p.m. in São Paulo, five hours after the Brazilian market closed.
Each Afya share becomes 6.408347 newly issued Yduqs shares. The ratio was fixed against the two companies’ accounts at 30 June 2026.
Afya’s shareholders would end up with 69 percent of the combined company. Existing Yduqs shareholders keep the remaining 31 percent.
No cash is paid for the shares themselves. Under the agreement Yduqs may pay shareholders the greater of R$750 million (about US$146 million) or its cash generation to closing.
Exame and Times Brasil reported that floor as a minimum dividend for Yduqs shareholders.
Dollar figures here use a rate of 5.14 to the US dollar. That is the PTAX reference published by Brazil’s central bank for 23 September 2026.
Who will own the combined group, and who will run it
Bertelsmann is the German media, services and education group based in Gütersloh. It already controls Afya, and would hold 47.4 percent of the merged company.
Bertelsmann would appoint most of a board of up to 13 members. Three minority holders each name one director of their own.
Those holders are the family of Nicolau Esteves, the investment firm Advent and the family of Chaim Zaher. They would hold 7.6, 5.3 and 4.8 percent.
Virgilio Gibbon, Afya’s chief executive since 2016, would lead the combined company. Kay Krafft, who heads Bertelsmann Education Group, becomes chairman.
Rossano Marques Leandro, the chief executive of Yduqs, would run higher education outside medicine. Bertelsmann said the group would teach more than 900,000 students.
How big the new company would be
Together the two companies booked net revenue of R$9.4 billion (about US$1.83 billion) in the year to 30 June 2026. Adjusted earnings before interest, tax, depreciation and amortisation were R$3.6 billion (about US$700 million).
That is turnover for the two businesses combined, not a price for the transaction. The deal is paid in shares, so no purchase price was set.
InvestNews put the combined medical operation at about 50 schools and 39,400 medical students. It counted almost 5,900 new medical places a year, roughly 17 percent of Brazil’s private total.
Times Brasil counted 176 campuses in 26 states and about 926,000 undergraduates. Bertelsmann said about 440,000 of the group’s students would study online.
Why the medical schools are the prize
Medicine carries Yduqs’s highest margins, the company said in its filing. Times Brasil said premium brands Afya, Idomed and Ibmec would supply 55 percent of revenue and 66 percent of adjusted earnings.
Bertelsmann said Afya’s medical students grew from 18,000 to 26,000 after it took majority control in 2022. JPMorgan put Afya at about 11 percent of Brazil’s private medical places and Yduqs at 6 percent.
The synergy numbers, and who is quoting them
The companies put the synergies at R$2.0 billion to R$2.2 billion (about US$389 million to US$428 million) in present value. Their filing to Brazilian regulators says about 80 percent would arrive within three years of closing.
JPMorgan, the American bank, set a wider range of R$1.3 billion to R$2.8 billion (about US$253 million to US$545 million). Its note reached clients before the agreement was signed.
The bank said cutting shared administrative costs by a tenth could save about R$200 million (about US$39 million) a year. InfoMoney and Money Times carried the note on 23 September 2026.
What the Afya Yduqs merger still needs
Both sets of shareholders must vote. Brazil’s antitrust authority, the Conselho Administrativo de Defesa Econômica, known as CADE, must also clear the deal.
That regulator has blocked an education merger before. In 2017 it stopped Kroton buying Estácio Participações, which rebranded as Yduqs in 2019.
JPMorgan flagged local overlaps above 45 percent in Ji-Paraná, Rio de Janeiro and Teresina. The bank told clients such overlaps could force asset sales.
Bertelsmann, the Esteves family, Advent and the Zaher family have already agreed to vote in favour. The agreement sets a deadline of 31 March 2028, with room to extend.
Break fees also apply if a party breaches the deal. They are R$325 million (about US$63 million) before the shareholder votes and R$650 million (about US$126 million) after them.
Yduqs scheduled a webcast for investors at 8:30 a.m. Brasília time on 24 September 2026. Its filing said dissenting Yduqs shareholders would get no right to be bought out.
What it means for shareholders
Yduqs shares closed at R$10.86 (about US$2.11) on Wednesday, hours before the announcement. Afya closed at US$13.58 in New York that same day.
At those prices the ratio values each Afya share at about R$69.59 (about US$13.54). That sits a few cents below its Nasdaq close.
Afya investors would end up holding shares in a Brazilian company listed on B3, the São Paulo exchange. Brazilian receipts over Afya shares already trade there under the code A2FY34.
Yduqs disclosed on 22 September 2026 that funds run by the investment manager Fourth Sail Capital held 6.16 percent. On the same shares that would shrink to under 2 percent of the combined group.
“We will enable the maximum impact of artificial intelligence and other technologies on students’ education,” Virgilio Gibbon said. The remark, made in Portuguese, was reported by Times Brasil.
More: Brazil coverage, every day from The Rio Times.
Frequently Asked Questions
What is the Afya Yduqs merger?
It is an all-share combination of two higher-education groups in Brazil, agreed on 23 September 2026. Afya Limited, a Cayman Islands company listed on Nasdaq that owns medical schools, would be absorbed into Yduqs Participações, which is listed on B3 in São Paulo. Afya would cease to exist and Yduqs would survive as the combined company. Each Afya share converts into 6.408347 new Yduqs shares, leaving Afya holders with 69 percent of the enlarged company.
Will Afya shares stop trading on Nasdaq?
Yes, if the deal completes. The joint statement says Afya’s Class A shares would be delisted from Nasdaq, and the combined company would be listed only on B3, in its Novo Mercado segment. Novo Mercado is the B3 tier with the strictest governance rules. Afya already has Brazilian depositary receipts trading in São Paulo under the code A2FY34.
Who would be the largest shareholder?
Bertelsmann, the German media, services and education group based in Gütersloh, with 47.4 percent. It is not a newcomer: it already controls Afya and took majority control in 2022. It would also appoint most of a board of up to 13 members. The next largest holders would be the Esteves family with 7.6 percent, the investment firm Advent with 5.3 percent and the Zaher family with 4.8 percent.
When could the deal be completed?
No date has been announced. The agreement sets an outside date of 31 March 2028, with provisions to extend it. Before then both companies need shareholder approval, Brazil’s antitrust authority CADE has to clear the combination, and certain third parties must consent. Break fees of R$325 million (about US$63 million) before the shareholder votes and R$650 million (about US$126 million) after them apply if a party breaches the agreement.
Sources: The joint Afya and Yduqs press release of 23 September 2026, StockTitan on the exchange ratio, break fees and Nasdaq delisting, FinancialContent’s copy of the same Business Wire release, Yduqs’s own material fact on the merger, filed in Rio de Janeiro on 23 September 2026, Yduqs’s market notice of 22 September 2026 on the Fourth Sail holding, Bertelsmann’s own announcement of 24 September 2026, InvestNews on the combined revenue, shareholders and synergy guidance, Times Brasil on the combined revenue figure and the dividend floor, Brazil Journal on the minimum dividend and synergy value, InfoMoney on the JPMorgan synergy scenarios, Money Times on the same JPMorgan note, Afya investor relations on its officers and directors, CADE on the Kroton and Estácio case, Banco Central do Brasil PTAX reference rates
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