Brazilian Education Giant Afya to Delist From Nasdaq After Merger with Yduqs
Nasdaq-listed Afya will merge with rival Yduqs, consolidating their listing on Brazil's B3 stock exchange under a new combined entity.
Brazilian higher education group Afya Limited has signed a binding agreement to merge with rival Yduqs Participações S.A., a deal that will see the Nasdaq-listed company exit the US exchange and create a major domestic powerhouse solely listed in Brazil. The combined company will operate under the Yduqs name and have its shares listed exclusively on the B3 S.A. – Brasil, Bolsa, Balcão, signaling a retreat from the international listing strategy Afya initially pursued.
Under the terms of the agreement, Afya will merge into Yduqs, with Yduqs remaining the surviving holding company. Afya's Class A common shares, which have traded on the Nasdaq since the company’s 2019 Initial Public Offering (IPO), will be delisted upon completion of the transaction. The resulting entity will be listed on B3’s Novo Mercado, a segment of the Brazilian stock exchange known for its high corporate governance standards, which are intended to provide greater transparency and investor protection.
The merger brings together two of Brazil’s largest education platforms. Afya is a significant player in the high-demand medical education sector, based on its number of medical school seats, while Yduqs is a diversified higher education provider. Combined, the groups expect to serve approximately 1.6 million students across Brazil and generate annual revenue of around R$9.4 billion.
The ownership structure of the new entity will see Afya shareholders holding a 69.0% stake on a fully diluted basis, with existing Yduqs shareholders holding 31.0%. The German media and education conglomerate Bertelsmann, a major existing shareholder of Afya, is set to become the controlling shareholder with a 47.4% stake, and will have the right to appoint a majority of the combined company's up to 13-member board of directors.
The transaction requires approval from the shareholders of both companies, as well as clearance from the Brazilian antitrust regulator, the Administrative Council for Economic Defense (CADE). The definitive agreement sets an outside date for the transaction’s completion of March 31, 2028. Notably, Afya shareholders who are not considered “eligible shareholders”—such as non-qualified institutional buyers or non-US persons—will not receive shares in the combined company directly. Instead, their share consideration is expected to be sold on the B3 following the closing, with net cash proceeds distributed to them.
The decision to consolidate the listing on the B3 reverses the trend seen a few years ago where a number of prominent Brazilian companies sought listings in the US, often via Nasdaq, to access deeper capital pools and gain greater visibility among international investors. The move suggests that for a combined, predominantly domestic operation like this new education behemoth, the operational and regulatory benefits of a single, local listing are outweighing the prestige and liquidity of a dual listing.
What it touches
The merger directly affects investors holding Afya Limited (AFYA) Class A shares on Nasdaq. Those shares are slated for delisting and will be converted into new Yduqs shares based on a fixed exchange ratio, though certain non-institutional foreign shareholders will instead receive cash from the sale of their entitled shares on the B3.