FLEURY S.A.
In compliance with CVM Instruction No. 358/02, Fleury S.A. ("Company"), announces to the market that the Administrative Council for Economic Defense ("Cade") approved, in today's ordinary session, the acquisitions of Labs Cardiolab Exames Complementares S.A. ("Cardiolab") by the Company, and of Clínica Radiológica Menezes da Costa ("CRMC") and Diagnolabor Exames Clínicos S.A. ("Diagnolabor"), owner of Clínica Luis Felipe Mattoso Ltda. ("Felippe Mattoso"), previously acquired by Cardiolab, as stated in Concentration Acts nºs 08012.008448/2011-13, 08012.013191/2010-22 and
08012.008447/2011-61 respectively.
The approval of the Concentration Acts was conditioned to the signature by the Company of the Performance Commitment Term ("TCD"), whereby it agrees with the following obligations:
(i) to convey a group of assets located in the Rio de Janeiro municipality, state of Rio de Janeiro, which jointly obtained, in 2013, appr oximately the revenue of R$ 28.000.000,00 (twenty eight million reais), for a sole buyer who (a) does not have any direct or indirect corporate interest on the Company; and (b) will not be allowed to hold more than a 20% (twenty per cent) share of the following markets of services of diagnosis assistance ("SAD") on the Rio de Janeiro municipality.
(ii) not to take part, for a 3 (three) years term, of any merger, incorporation or acquisition, directly or indirectly, through purchase or exchange of shares, quota, equities, bonds or notes convertible in shares, or tangible or intangible assets, or control or part of one or more companies acting on the following markets of services of diagnosis assistance ("SAD") on the Rio de Janeiro municipality: (i) magnetic resonance imaging, (ii) tomography, (iii) ultrasonography, (iv) echocardiography, (v) mammography and (vi) bone densitometry.
(iii) not to execute, for a 3 (three) years term, any associative agreements, consortium, or joint ventures with other SAD laboratories which operate
performing the following health tests on the Rio de Janeiro municipality: (i) magnetic resonance imaging, (ii) tomography, (iii) ultrasonography, (iv) echocardiography, (v) mammography and (vi) bone densitometry.
(iv) to submit, for a 2 (two) years term, following the aforementioned 3 (three) years term, to CADE's previous approval, any of the operations described on the obligations described in the (ii) and (iii) items above involving companies which render SAD services on the relevant markets of: (i) magnetic resonance imaging, (ii) tomography, (iii) ultrasonography, (iv) echocardiography, (v) mammography and (vi) bone densitometry on the Rio de Janeiro municipality, even if it does not constitute legal requirements for mandatory reporting.
The restrictions described above do not prevent corporate restructuring transactions of the Company and of companies directly and indirectly controlled thereby and transactions completed by shareholders, controllers or not, or the transfer of control of the Company.
Obligations in TCD do not restrict organic growth and strategic plans of the
Company.
The Company will keep its shareholders and the market informed of any relevant developments related to compliance with the TCD.
São Paulo, August 6th 2014.
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