Yduqs and Afya announce transformational merger to raise the standard of Education and Healthcare in Brazil
Upon completion of the transaction, the combined company will serve approximately 1.6 million students across 176 campuses, including around 38,000 medical students, with the ambition of leading through quality and innovation.
The business combination brings together two highly complementary organizations seeking to deliver greater quality, more innovation and broader opportunities for students, physicians and Brazil as a whole. Upon completion of the transaction, the new company will serve approximately 1.6 million students and have combined revenue of approximately R$9.4 billion. The transaction is subject to regulatory and other approvals, including approval by Brazil’s Administrative Council for Economic Defense (CADE), and the companies will continue to operate independently until closing. For students, there will be no changes in the short term.
Rio de Janeiro, September 23, 2026 – Yduqs and Afya today entered into an agreement for a business combination bringing together two leading companies in the sector that share a vision of high-quality education throughout the professional journey as a driver of positive transformation in society. Upon completion of the transaction, the combined company will serve approximately 1.6 million students, including 926,000 undergraduate students, and will have a resilient profile, strong profitability, robust cash generation and greater capacity to accelerate innovation in Brazilian higher education.
From an operational standpoint, the combination of the two groups would result in 176 campuses, with a presence in 26 states and more than 1,500 cities. The companies have highly complementary geographic footprints, with limited overlap among their physical locations. Any overlap occurs primarily in programs with nationwide student recruitment rather than in the local recruitment markets served by each institution.
For the last twelve months ended June 2026 (LTM), the combined company would have generated approximately R$9.4 billion in net revenue, approximately R$3.6 billion in adjusted EBITDA and R$1.3 billion in adjusted net income. The premium segment, comprising Medicine and Ibmec, would account for 55% of net revenue and approximately two-thirds of the combined company’s EBITDA. Undergraduate medical programs would account for approximately 45% of net revenue. This strength, together with the hybrid and digital education segments, would create a highly resilient portfolio with robust cash generation and greater capacity to invest in quality, technology and innovation. Pro forma leverage is approximately 1.2x net debt/EBITDA, pre-IFRS 16.
A comprehensive medical education and practice ecosystem
In medicine, the new company will become one of the largest platforms spanning medical education and clinical practice, with approximately 38,000 undergraduate medical students, nearly 5,900 seats authorized by Ministério da Educação (MEC), approximately 56,000 physicians enrolled in graduate, specialization and board certification programs, and approximately 300,000 physicians and medical students using digital solutions.
Even so, Brazil’s medical education market remains fragmented. On a combined basis, the two operations represent approximately 12% of the country’s medical school seats, out of more than 50,000 available each year, which are regulated by the government.
The combination will broaden access to a comprehensive ecosystem supporting physicians throughout their careers, from undergraduate education and residency to continuing education and clinical practice. Students will benefit from a broader range of clinical training settings connected to communities across the country, expanded research and exchange opportunities, internationally accredited simulation centers, and enhanced support for student well-being.
Medical schools also play an important social role. In 2025, the two organizations provided nearly 1 million free medical consultations to the public, while also contributing significantly to the training of physicians in underserved regions, supporting Brazil’s Unified Health System (SUS), and operating hubs that foster entrepreneurship and local development. This social impact could be further expanded and complemented by Instituto Yduqs’ platforms, which will now be able to reach more Brazilian cities.
With greater capacity to invest in research, development and innovation, including technology and artificial intelligence applied to education, with more than 400 use cases already in production, the new organization aims to usher in a new cycle of innovation in Brazilian education and strengthen the country’s presence on the international stage. Its ambition is to lead through quality. Both organizations also bring strong sustainability credentials and internationally recognized standards of governance and compliance.
Transaction structure, governance and leadership
The transaction consists of a merger of Yduqs’ and Afya’s operations based on an agreed share exchange ratio. Upon completion of the transaction at the relevant levels, including by shareholders of both companies, education-sector regulators and Brazil’s Administrative Council for Economic Defense (CADE), Afya shareholders will hold 69% of the combined company’s issued and outstanding share capital, while YDUQS shareholders will hold 31%.
Bertelsmann SE & Co. KGaA, the Germany-based controlling shareholder of Afya, will remain the largest shareholder of the combined company, with a 47% stake. The Esteves family, which founded Afya, will hold an 8% stake, while Advent and the Zaher family, YDUQS’ two reference shareholders, will each hold 5%.
The Board of Directors will have a majority of members appointed by Bertelsmann, with one seat each for the Esteves family, the Zaher family and Advent, in addition to independent directors, in accordance with the requirements of B3’s Novo Mercado listing segment, which requires a minimum of 20% independent directors.
Upon approval of the merger, Afya will be merged into YDUQS, and Afya shareholders will receive YDUQS shares. YDUQS will remain the publicly listed entity on B3.
Following closing, Virgilio Gibbon, CEO of Afya, will become CEO of the combined company, while Rossano Marques, CEO of Yduqs, will become President of Higher Education (ex-Medicine) of the combined company. Under the proposed governance structure, Kay Krafft, CEO of Bertelsmann Education, will serve as Chair of the Board of Directors.
Process and Next Steps
Following the execution of the agreement today, the two companies will proceed with a timetable that includes approval by shareholders of both companies, antitrust and education-sector regulatory approvals, and other customary closing conditions. Closing is expected to occur within 12 months.
Until closing, Yduqs and Afya will continue to operate as independent organizations, with no changes to the day-to-day activities of students, faculty members or employees.
Detailed information regarding the transaction is available in the official presentations and the Material Fact notice disclosed to the market.