Good morning, and thank you for waiting. Welcome to Vitru's conference call to present the synergies of our business combination with UniCesumar. Pedro Graça, Vitru CEO, and Carlos Freitas, Vitru CFO, are here with us today. This event is being recorded and all participants will be in listen-in mode only during Vitru's conference call presentation. We'll then start a Q&A session and further instructions will be provided. Should you need any help during the conference call, please request the assistance of an operator by entering star O. This conference is also being broadcast simultaneously on the Internet via webcast and can be accessed at choruscall.com.br/vitru/may-22.htm, where you can also find the relevant presentation. You'll also be in charge of selecting the slides. The replay of this conference will be available shortly after it closes. Participants will be able to register questions for Vitru on the website, and these will be answered by the IR department after the conference is closed. Before proceeding, we'd like to clarify that any statements that may be made during this conference call regarding the prospects of the business combination between Vitru and UniCesumar, projections, operating and financial goals are based on beliefs and assumptions of the company's management, as well as information currently available to both companies. Forward-looking statements are not a guarantee of performance and involve risks, uncertainties and assumptions as they refer to future events and therefore depend on circumstances that may or may not occur. Investors and analysts should understand that general conditions, industry conditions and other operating factors may affect Vitru's future outcomes and may lead to outcomes that differ materially from those expressed in such forward-looking statements. I'll now turn it over to Mr. Carlos Freitas, CFO, who will start the presentation. Please, Mr. Freitas, you may proceed. Thank you operator. Good morning everyone thank you for attending Vitru's conference call. It's great to have everyone in this meeting in which we will provide details of our integration with UniCesumar. You know that we got approval by the CADE, and we have Pedro Graça, our CEO, and as of tomorrow, our co-CEO. As the operator said, we have material on the website. That's vitru.com.br. You can then see these slides on your screen. All the safe harbor details are also online for this call. Let's move on. I now invite everyone to go to page four. Let me remind you of the rationale of this synergy between Vitru and Cesumar. We want a different player that is different in this sector and also with a very interesting line in medicine. This business is creating a lot of value. We're uniting two leading companies with a lot of synergy, and I'll provide more details later on. It's the union of two players that are very distinct, very distinguished by their academic quality and also delivery and execution. I'll also provide more details about each company. We are bringing together two companies that are clearly distinguished, that stand out in the market. We also have a governance structure that makes sense for us to speed up integration, and we'll have two members. We can count on the difference, and what Vitru provides. We are continuing this legacy of quality and impact on our students who are our clients that UniCesumar has created. Now, a quick reminder of UniCesumar on page six. It has 33 years of history with strong growth over time, especially in distance education. It is one of the major distance education players in Brazil, as we can see here. We have 340,000 students in face-to-face education. We have over 1,000 hubs, 700. Today at the end of 2021 we have become quality benchmark in this sector. On page seven, we can see a history of UniCesumar's growth. We have over 1,000 hubs today that are found all over Brazil. As with UNIASSELVI, it started in the south of Brazil, but with a very geographic footprint that's complementary to ours. In December 2021, they had 400 hubs in the southeast. It has this great footprint on this region. Before they were more timid, but they're now growing with this union. We have a huge synergy potential with this geographic expansion. UniCesumar, we have 340,000 students in distance learning and 348 in medicine that are in matriculation. In December 2021, we have 1,700, and we are expected to get over 1,800. On page eight, we have quality indicators. We have the Ministry of Education IGC 4 for over 10 years. We have an IGC 5 from the Ministry of Education and one indicator that is the one that better measures the impact on the lives of students as IDD. When you compare the grades the student gets in the national examination, this really adds value to our clients, our students, and this is measured by the IDD index, which is 43% above market average in distance learning. Now on page nine, we have our academic models. UniCesumar's model is leveraged in technology. We have some examples, not only the studio or studio web and app for UniCesumar, which is also a benchmark in the sector. We have the best grade in all academic institutions in Brazil, 4.7. That's the grade that we got in the App Store and Google Play as provided by our clients, our students. We also have synergies for UNIASSELVI and also the management of students increasing permanence and retention of students. We have this intelligence technology that is generated. It is preventive and reactive. We have case studies in the sector in Vitru today. We will benefit from this intelligence managing the permanence of students in our institutions. On page 10, we have a clear, more detailed snapshot with a focus on medicine. At the beginning of last year, we have. In a few years, we'll have about 2,400 students. It's the fifth largest private institution in Brazil. We have this history of quality. We have nine seats that were recently approved and most of them in the city of Maringá, where I am today. There was significant scale gains. We have about 300 of the total in medicine seats here in Maringá. We have a great tradition of integration. Even the average ticket in medicine of UniCesumar is higher than the market's average ticket. Now on page 12, we'll be seeing how these two businesses will be now combined between Vitru and UniCesumar. The big numbers here. In December 2021, 721 students and then we have 96% into just the digital education, almost 2,000 hubs. Last year, BRL 1.4 billion in the EBITDA, BRL 473, growing over 20% yearly. With this union of the two schools, now on page 13, we now have an outstanding position in terms of growth. The union of UniCesumar and UNIASSELVI, we are now. This is a picture as of December 2021, the third largest education player, higher education player in Brazil with the distance graduation, also graduate and postgraduate. On the right-hand side, just for digital education, we have undergraduate and graduate enrollments. We are the largest player in digital education in Brazil. This was not a goal in itself. We never had the intention of growing for the sake of growing. Growing was not the ultimate purpose of our company, but this is just a consequence of a special executional work. Of course, digital education is all about scale. To work properly and to add value, you need scale. This scale increase was the result of this concern of quality and special dedication in these 21 years. Today in December 2021, we are the largest player in digital education in Brazil. This is what we can see in higher education in Brazil. Now on page 14, we see what led us to this situation. All the grades, for example, the App Store grade scores, the app level at UNIASSELVI. This is public validation by our clients. UNIASSELVI and UniCesumar are the highest. On the right-hand side, we have market growth in distance learning with a CAGR in the last five, six years. We are gaining market share in a growing market, 10%-20% of the market in a growing market. This is the result of our how we have stood out. Now here, before we move on to the questions, on page 16, the last six, eight months, we have been preparing for this integration process. We have a world leader in the topic. We prepared this based on a value creation thesis. Looking at the best in each company, and also, we understood processes, systems, areas, departments, infrastructure. In this September, we started preparing for this integration process. After we got the approval by the CADE. Tomorrow we will start the integration of UNIASSELVI and UniCesumar. The integration will start as of the 7th by the two co-CEOs Pedro Graça and CEO William Matos, head of distance education at UniCesumar. They will share the lead in this new Vitru. This was no imposition, neither from Vitru or UniCesumar. This was a common decision. It just emerged spontaneously to speed up this integration and to help us to increase our focus on our clients. We have two leading companies with great cultures, and we want this integration to be as smooth as possible and as fast as possible, so that we can keep our focus on our clients with better quality education. With Pedro and William, we will achieve this. Now, our consolidated financials, there's slides 18 and 19. There's no news, but we'd like to remind you that, Vitru and UniCesumar, Vitru starts from 631 last year to 4,400 this year. In digital education undergrad, which is the core business of these companies, that's 532 last year, 940 last year, and then growing about 27.67% a year. When we look at EBITDA and cash flow, there's a greater leap. The EBITDA is almost BRL 500 million. That's an important increase in Vitru with a larger margin for good reasons, not only because of our medicine business, which accounts for 23% of our revenue of the current UniCesumar with a higher margin, and also, as I said before, with student management. UniCesumar was a little lower. On the right-hand side, we had cash flow from operations. That's before CapEx, which was not that relevant. We generated BRL 211 million last year with a cash flow from operations. That's an important increase for Vitru. We're bringing together two companies that have great revenue and EBITDA numbers, but also, companies that generate cash. This synergy now on page 20. This synergy has an important lever. In addition to expenditure and cost, we have synergy levers that are first commercial. One of the major levers is a complementary geographical profile of our hubs. As I said earlier, over 400 hubs in São Paulo. UNIASSELVI has a little over 200 in 2021. UniCesumar is very strong in Paraná. UNIASSELVI in the states of Rio Grande do Sul and Santa Catarina. UniCesumar is stronger in the northeast, north and northeast. There's a huge growth acceleration potential as we offer both brands. We want to keep both brands because they attract different target audiences. We want to... Where we have just one hub, we can offer both brands because the profile of students in two companies are different. UNIASSELVI students, they prefer a hybrid model with a tutor at the end and with colleagues that meet every week. UniCesumar student profile is more technological, more independent, and they are both complementary. Now on page 21, we have our synergies, OpEx, commercial, and CapEx. OpEx. We have four major levers, and the most relevant is payroll. As we have our staff both on C-level, mid-managers, back office, the internal part of the company. For instance, we have content factories and also cost management in these two companies that grow significantly. We are really growing every day. This leads to margin gains over time that are a result of our growth on a special scale. contracts, we're using the best rates for contracts and also commercial leads. This will also be explored and also improvement in collection and in commercial synergies now. We have improved retention and student permanence in other ways, and opening hubs faster. The course portfolio is complementary. Currently, UNIASSELVI has a broader course portfolio for undergraduate and graduate courses. In UniCesumar's graduate size is lower. UNIASSELVI also provides vocational education and technical education, and this has a huge potential of growth. There's this major cross-selling potential. CapEx, of course, which includes intangibles, content, and IT. Now on page 22, we have our figures. We have many details there. A lot of figures to show you where these synergies come from, the OpEx synergies, commercial synergies. These four OpEx levers show our potential of BRL 81 million that we see here on the bottom, in the bottom, left corner. In synergies, they have a curve over time, and the company has been growing, of course, over time. Our 2021 snapshot shows that this synergy of OpEx, when it's totally captured, it means BRL 81 million. As I said earlier, the company's EBITDA, consolidated EBITDA in 2021 was BRL 473 million with a margin of 34% the EBITDA. The potential is to increase from BRL 473 million an additional BRL 81 million. A six-point increase in our margin from 34% to 40%. This is our potential today just looking at OpEx. As I said earlier, that's as a synergy 40%, so about half really. The present or current value is between BRL 1 billion and BRL 1.4 billion. We have 13% and 16%. We usually use 12, 14, 16, 40. We have this range. When you deduct current value, we have 16%. We also show how relevant each of these levers are. Payroll, for instance, the potential is BRL 37 million today. In the 2021 snapshot, and this accounts for 8% of the current cost, payroll cost of the company. 8%. We're not just doing great optimization here. Now, even when you exclude the part of the business that's not optimizable, like with tutors and academic models, it won't change. Even if I exclude those that are at the ends, like teachers, professors and tutors, this number accounts for 12%-13% of the entire payroll after it's totally captured. It's not a synergy of 40%, it's 8%-10% of the payroll and so on and so forth. When looking at contracts and selling expenses, these numbers are achievable, of course, if you work properly, and that's what we've been doing. Now on page 23, the commercial line. Again, the leverage. First penetration of both brands. We have over 700 cities with at least one of the hubs. The number we have in it, opening of, offices over time. We have an incremental EBITDA. It also student retention rates. We have another value of BRL 1 billion-1.3 billion. The market gives more credibility to OpEx synergies. Anyway, we are showing these other credible indicators that have a reason for being. Of course, we have this major potential of our synergies. Then CapEx, BRL 60 million-BRL 90 million. Now on page 24, when we look at everything, we have a current value potential between BRL 2 billion and/or BRL 2 billion, BRL 2.8 billion, BRL 2.9 billion. Now on page 26, the deal. It was BRL 3.2 billion. Equity value is BRL 3.15 billion, which was very low. The base date was March 2021, so the base date, and we will have a slight adjustment tomorrow when the deal is closed. When we look at 2021 data, the EBITDA 11x. Today, the LTM EBITDA the last two months is lower because the company is growing over 20% a year in terms of EBITDA. When you look at synergies, just OpEx expenses and costs, this means a multiple at 23x, 6.5x and 5.24x, because the synergies are captured fast. In two to three years, we have all this in-house. In terms of structure, 63% in cash at closing tomorrow, 18% in financing and 20% in equity in shares. The current shareholders of UniCesumar will get 23.5% of Vitru. Financing is also secured. We have a firm credit lines with four Brazilian banks, major banks of BRL 1.95 billion, five-year financing, and the company generates a lot of cash. The cash flow profile that was negotiated with banks and amortization. This will be deleveraged over time. In practice, we won't be standing still. We're working hard to speed up this process with maybe future offers or other processes. We are working hard to speed this process up of deleveraging. On page 27, on the right-hand side, the new Vitru and the families that currently control UniCesumar will have 23% of the new Vitru. There are many individuals, many family members, and tomorrow we'll issue seven million shares. It will move on to 21%, 21%. William Matos will be the co-CEO of our company. Two people from the Matos family, including the university president, Minister William Matos, will be the co-chairman of the new Vitru. Or he'll be our vice chairman. Right, everyone. My final remarks, and then we'll open, start the Q&A session. We have this game-changing acceleration rate, not only in Brazil, but worldwide. It's very significant. We have companies focusing on quality with a nice culture, with a very important scale. We'll be generating a lot of value over time. With a medicine business that's really interesting to us. We'll be evaluating this in more detail with the board, but we have a great potential and with a deal and governance structure that generates a lot of value. We will now open the Q&A session. This is being, of course, delivered in Portuguese. We'll be speaking in Portuguese, and Pedro will help, is here with me for questions. Ladies and gentlemen, we will now start the Q&A session. In order to ask a question, please enter star O. To remove your question from the list, please, press, star two. Webcast questions can be posted through our website, choruscall.com.br/vitru /ri22,.htm. Please wait as we gather your questions. We have a webcast question by Vinicius Figueiredo. Good morning everyone. Thank you for taking my question. Can you explore the structure of both CEOs? Will each have different responsibilities in each vertical? Will this structure be maintained during the integration, or is this something more long-term? Can I also ask about PDV? How will the PDV policies of these companies, how different are they? Can you give us details about these gains? That would be really helpful. Okay, this is Pedro Graça. Thank you Vinicius Figueiredo, for your question. I'll start discussing the CEO. We want to work together, so the whole company will be structured in full integration. It is clear that with the gains that we have in this part, that we won't lose knowledge of people and processes, and we need to give time to our students. Both me and William Matos, we know our students. We know that this is very important in this process of integration. It's a huge challenge for both companies, of course, but we've been working on planning this. William Matos is a very competent professional, really very careful and humble. He has been really working well in our planning phase, but of course, we need to consider the challenges of, you know, working with two co-CEOs. This, the idea is to really add value and to learn from each other. It's better than having one single CEO. We have some time to understand how much we are making a difference. As for the PDV question, I'll move it on to Carlos. Okay. Good morning, Vinicius. Yes. PDV is different, of course. Our policy and our models, and as mentioned, processes, it's all about permanence of students and retention. So we'll need this. When we consider the PDV percentage, it will be always larger with UNIASSELVI because of the model. There are two major differences. One is that UNIASSELVI, we have provisions for PDV. It's semester-based, and UniCesumar is quarterly-based. We've been cleaning up this base. There's an important point. Our academic model is hybrid, right? We want our students to try things out. Part of our capturing means that we let students. We want them to experiment and to show them the model is really interesting. That's what we do. Activating students is different in both companies. We have a faster activation of students, but we also get students that leave or abandon, and then they can pay at the end of the month. Anyway, the academic model is different. In UNIASSELVI, we want students to try this hybrid model. We end up attracting students on an impulse. They think they can do the course, but they cannot. They think they have time and discipline for just one weekly meeting, but they don't. There's this major academic difference that is important. It's higher than UNIASSELVI, but then there will be gains because of the management process that UNIASSELVI will benefit from this experience, or students will benefit from this experience. Thank you. Ladies and gentlemen, please be reminded that in order to ask questions, please enter star one. Please wait while we gather more questions. Ladies and gentlemen, please wait until we capture all questions. We have a question from Ian Susin. Good morning everyone. Could you please share what are the main points of the debt that you are raising? Good morning, Ian. Thank you for the question. Yes. In this bank negotiation line, there are duties. The main covenant is the one of net debt. The EBITDA is as regular, and the covenants are 4.5 of net debt of the Adjusted EBITDA in June 2023. So that will be just in a year, the measure. 4.0 in December 2023. 3.5 in June 2024. 3.0 as of December 2024. So 4.5 in June next year, and then it drops all the way to reach 3. It's a covenant that is quite interesting, where we feel very comfortable that over time it will generate cash. The company, obviously, in the beginning will be more leveraged. This is something that as we consolidate results of the company, we generate cash and this will just drop. We will just keep having this much under the level over time. It is a debt, so you know, there's a cost that is a cost average of CDI plus 2.7. Thank you. The next question is from Caio Mostardini. Good morning everyone. I'd like to understand the adjustments that you did with the revenue of UniCesumar for the year 2020. In the presentation of the deal, you released that the revenue of UniCesumar was BRL 731 million. Now in the presentation of synergies, the revenue drops to BRL 610 million. Good morning Caio. Thank you for your question. Yes. When we released the deal back in August, we used the accounting criteria at the time of UniCesumar. This difference is what we had to understand where UniCesumar had as an expense line, as some players did in the past, don't even do that anymore. This would be the idea that this part of passing the amount of the sharing is sharing with a partner. We don't bring that into the record. It is just really the sharing, basically. The figures of UniCesumar in 2019, 2020, 2021 now are fully comparable to Vitru's and are integrated. Ladies and gentlemen, please wait until we collect all questions. Our next question is of Lucas Nagano from Morgan Stanley. Hello, everyone. Two questions on our side. The first is about the commercial line. If you could talk a bit more about the assumptions and how is the timeline to have the hubs launched and the courses, and what are the criteria for the journey? The second, if there's any type of fiscal synergy. Hi, Lucas. Good morning. Okay. Let's start with the second one. The fiscal synergy. There can be a few synergies there, but not for now. I would say nothing that would be relevant at this point. Why? Because with the structure we have, and we will remain with, we have Vitru Brasil S.A., which is the holding that will be tomorrow the owner of UniCesumar, as it is with UNIASSELVI. This is where the debt will be. The tax shield of the interest, I should say that the holding is one that operates. The leverage is on this holding and, you know, we're talking about the regular type of tax, 4.5%. Since there will be really much in terms of any additional premium wouldn't be used at this point in the short term. There might be something into the future to look into, but nothing for the present, I would say. We decided not even to have any fiscal observation there. Maybe mid-long term, but for the short term, there wouldn't really be a value there. When it comes to the commercial side, I mean, we looked into each of these topics very carefully. A detail of the penetration of hubs. We did the ramp up opening because we considered that we would open 400 hubs. We have some cities where we just have one or another. Conservatively, we said we would just open 400 hubs in the next three years. Already considering maybe there is a cannibalization here. There's a potential here that is not 100% explored. Let's have a conservative number of 400 cities in this case. We map that over time in 2023. It's less than 22, but mostly 23, 24, 25, reaching 400. Each of these hubs will have their own ramp up. It's not only the hubs launched over the next three years and a half, but each hub will have their own ramp up. They will reach maturity only after a few years. We'll start with less students, and then you have the ramp up. When you consider how much you have of revenue generated and a margin of contribution, I mean, the gross margin less PDV. The marginal margin, I would say, of the hub of 2%, and we have here on the footnote on page 23. This would bring us an EBITDA of BRL 84 million in 2024 and BRL 120 million in 2025. The present value is BRL 400 million-BRL 500 million, right? These pillars are all there to be the foundation as a conservative way, but realistic, so we can have an estimate of how much we can have there. Perfect. Thank you. Thank you. We now conclude our question and answer session. I'd like to turn the conference back over to Mr. Pedro Graça and Carlos Freitas for their closing remarks. Please, you may proceed. Well, everyone thank you once again for your interest, your attention. We carry on here with our day-to-day work. Tomorrow, we will have the closing of the deal, and we're very excited with our next phase, a new Vitru here with the merger of UniCesumar with UNIASSELVI, bringing something new to this industry. Anyway, our team, myself, Carlos Freitas, I mean, the whole team, we're available for any question you might have. Thank you and good morning. Vitru's audio conference concludes here. Thank you, everyone, for attending, and have a nice day, and thank you for using Chorus Call services.