The proposed deal would take Afya private on Nasdaq while keeping the combined entity on B3.
Brazilian medical education group Afya and higher education operator Yduqs are in advanced talks toward a potential business combination. Bertelsmann, which controls Afya with about 65% of voting shares and 34% of total capital, holds an exclusive dealing agreement through the end of September 2026 to finalize the transaction, according to a report by Valor Econômico on September 23, 2026.
Under the discussed terms, Afya would hold a majority stake in the combined company. The transaction would involve delisting Afya from Nasdaq, where it has faced low liquidity, while the combined group would remain publicly traded on Brazil's B3 exchange. Yduqs is valued at R$2.4 billion on B3, compared to Afya's market capitalization of $1.2 billion, or R$6.5 billion.
In the first half of 2026, Yduqs recorded leverage of 1.55 times EBITDA, whereas Afya maintained leverage below 1 time alongside R$1 billion in cash. According to estimates by Itaú BBA, the combined company would command nearly 5,900 medical-school seats, representing a 15% market share. Citi estimates potential synergies of roughly R$835 million, based on a 10% cut in administrative expenses and overhead.
Initial discussions began after an approach by Afya CEO Virgílio Gibbon. The deal offers Afya diversification beyond its core medical base of 26,400 students, where class occupancy is near maturity and margin pressure has grown following court-mandated openings of new medical seats. The education ministry also canceled the third edition of the Mais Médicos program, where Afya had sought 1,380 seats across 23 cities.
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