In brief
Afya and YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ will combine through a share swap, with 69% of the new company for Afya shareholders and a minimum R$ 750 million dividend for YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ holders.
4 billion in revenue and depends on Cade.
What we know
05Verified fact · material
Afya and YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ announced on the night of September 23 a business combination by share swap, with no cash payment, in which Afya shareholders will hold 69% of the combined company and YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ shareholders 31%.
Sets control and the dilution of YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ shareholders.
Verified fact · material
YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ shareholders will receive a minimum R$ 750 million dividend as part of the deal.
Cash compensation for those holding the smaller stake.
Verified fact · material
Afya will be merged into YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗, which remains listed on B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗, and will stop trading on Nasdaq; Virgilio Gibbon, Afya chief executive, will run the combined company and Bertelsmann Kay Krafft will chair the board.
Keeps the vehicle on B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗ and gives Afya management control.
Verified fact
According to Money Times, the combined company will have 1.6 million students, 38,000 medical students, 176 campuses and R$ 9.4 billion in revenue over the 12 months to June 2026, with adjusted Ebitda of about R$ 3.6 billion, pro forma leverage of 1.2 times and synergies of up to R$ 2 billion; Bertelsmann will hold 47%.
Sizes the company and control.
Sources[02]Verified fact
According to Brazil Journal, the exchange ratio implies a 45% premium over the YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ 30-day weighted average, synergies have a present value of R$ 2 billion to R$ 2.2 billion and closing is expected in about 12 months; according to Exame, the deal depends on Cade approval.
Shows the premium and the regulatory calendar.
Transmission to assets
Market read-through
For YDUQ3YduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗, the 45% premium and the R$ 750 million dividend tend to hold the price near the exchange ratio, with a discount proportional to Cade risk, which will look at medical seat concentration in cities such as Ji-Paraná, Rio and Teresina.
For Cogna and Ânima, the merger creates a competitor with scale and a lower cost of capital in medicine.
Portfolio impact
02A 45% premium and a R$ 750 million dividend anchor the price to the exchange ratio.
The residual discount reflects regulatory risk.
What would change the view: Cade approving without heavy remedies.
A competitor with scale in medicine pressures enrollment and pricing, but rerates the sector.
Mixed effect between consolidation and competition.
What would change the view: Deal closing within 12 months.
Direction is an explanatory hypothesis, not a forecast or recommendation.
Next signals
What to watch
- Filing with Cade and any remedies in cities with concentrated medical seats
- Afya and YduqsYduqsOrganizationOne of Brazil's largest private higher-education groups, owner of Estácio, listed on B3 as YDUQ3. In August 2026 it confirmed preliminary business-combination talks with Bertelsmann-controlled Afya.Open in the Market Map ↗ shareholder meetings
- Payment date of the R$ 750 million dividend
Limits of the reporting
What remains uncertain
- Sources differ on combined revenue: R$ 9.4 billion over 12 months to June (Money Times) and R$ 9.2 billion in 2025 (Exame).
- The Cade review timeline and any restrictions were not disclosed.