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This Notice of Announcement is a free translation to English of the Edital published in Brazil in the Portuguese language

on December 29, 2015 in the papers Jornal Dirio, Comrcio, Indstria & Servios, Valor Econmico and Dirio Oficial da
Unio. To make an informed decision, shareholders should carefully read the information regarding the tender offer
contained in the Edital and any announcements and other documents related to the tender offer that are available on the
website http://www.mzweb.com.br/opadasa/.
You should not construe the contents of this Notice of Announcement as legal, tax, accounting or investment advice or a
recommendation. You should consult your own counsel, tax and financial advisors as to legal and related matters
concerning any transaction described herein. This Notice of Announcement does not intend to provide securities valuation
standards to third parties and should not be considered as a recommendation for selling or buying any securities. No
divestment, investment or other financial decisions or actions should be based solely on the information in this Notice of
Announcement. This notice should not serve as a basis to any contract, agreement or engagement letters in any form.
Neither Cromossomo Participaes II Ltda., Banco Bradesco BBI S.A. nor Banco BTG Pactual S.A., nor any of their
affiliates make any recommendation as to whether you should accept the terms and conditions of the proposed transaction.

NOTICE OF ANNOUNCEMENT OF A VOLUNTARY PUBLIC TENDER OFFER FOR


THE ACQUISITION OF COMMON SHARES ISSUED BY
DIAGNSTICOS DA AMRICA S.A.
A Publicly-held Corporation CVM Code No. 19623
CNPJ/MF No. 61.486.650/0001-83
NIRE 35.300.172.507
BM&FBOVESPA Trading Code: DASA3
ISIN Code: BRDASAACNOR1
ON BEHALF AND FOR THE ACCOUNT OF
CROMOSSOMO PARTICIPAES II S.A.
CNPJ/MF No. 14.167.188/0001-71
NIRE No. 35.300.411.714
INTERMEDIATED BY
BANCO BRADESCO BBI S.A.
CNPJ/MF No. 06.271.464/0073-93
AND, AS FINANCIAL ADVISOR,
BANCO BTG PACTUAL S.A.
CNPJ/MF No. 30.306.294/0002-26

BANCO BRADESCO BBI S.A., a financial institution with headquarters in the city of So Paulo,
th
State of So Paulo, at Avenida Paulista, No. 1.450, 8 floor, enrolled with the Corporate Taxpayers
Registry of the Ministry of Finance (CNPJ/MF) under No. 06.271.464/0073-93, in its capacity as
intermediary financial institution (Intermediary Institution), on behalf and for the account of
CROMOSSOMO PARTICIPAES II S.A., a corporation with headquarters at Rua Joaquim
Floriano, No. 413, suite 112, part, Itaim Bibi, in the city of So Paulo, State of So Paulo, ZIP Code
04534-011, enrolled with the CNPJ/MF under No. 14.167.188/0001-71 (Offeror), controlling
shareholder of DIAGNSTICOS DA AMRICA S.A., a corporation with headquarters at Avenida
Juru, No. 434, Alphaville, in the city of Barueri, State of So Paulo, ZIP Code 06455-010, enrolled
with the CNPJ/MF under No. 61.486.650/0001-83 (Company or DASA), hereby submits to the
non-controlling shareholders of the Company (Shareholders) this voluntary public tender offer
for the acquisition of common shares issued by the Company (Shares), corresponding to up to
all Shares held by the Shareholders, with the purpose of delisting the Company from the Novo
Mercado special trading segment of the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros (Novo Mercado, BM&FBOVESPA, and Novo Mercado Delisting, respectively),
according to the terms of this Notice of Announcement of Public Tender Offer for Acquisition
1
#4816-0364-2406

(Notice of Announcement) and pursuant to Law No. 6.404, dated December 15, 1976, as
amended (Brazilian Corporations Law), the Companys by-laws, the Instruction issued by the
Brazilian Securities Commission (CVM) No. 361, dated March 5, 2002, as amended (CVM
Instruction 361), and Listing Rules of the Novo Mercado Segment (Novo Mercado Rules), for
the purposes of and subject to the conditions set forth below (Offer).

PRELIMINARY INFORMATION

1.1

Notice of Announcement Information. This Notice of Announcement was prepared


based on information provided by the Offeror in order to comply with the provisions of CVM
Instruction 361, Novo Mercado Rules, and the Companys by-laws to conduct this Offer,
and provides the Shareholders with the information required to make independent and
informed decisions regarding the acceptance of this Offer.

1.2

History. On April 27, 2015, the Company disclosed to the market a material fact
announcing that it had been informed by the Offeror that the Offeror intended to conduct
this Offer, with the purpose of carrying out the Novo Mercado Delisting, pursuant to the
terms and conditions provided by applicable laws and regulations (Material Fact). On
May 11, 2015, the Company disclosed a material fact to the market informing that it had
received a letter from the Offeror, as requested by the Board of Directors of the Company,
with clarifications regarding the Offerors reasons to conduct the Offer. In its letter, the
Offeror informed that it intended to increase its equity interest in the Company in order to
provide more flexibility to the Companys capital structure, and presented the option to
conduct the Offer with the purpose of carrying out the Novo Mercado Delisting, taking into
account that the increase in the equity interest of the Company would preclude compliance
with the rule provided in item 3.1 (vi) of the Novo Mercado Rules. For more information on
the reasons that led the Companys controlling shareholders to approve the Offer for the
Novo Mercado Delisting, see the votes cast at the extraordinary shareholders meeting of
the Company held on June 8, 2015. On May 16, 2015, the Board of Directors of the
Company presented a list of three expert institutions or firms for preparation of the
Valuation Report (as defined below) (List). On May 18, 2015, an extraordinary
shareholders meeting was called and it approved on June 8, 2015: (i) the Novo Mercado
Delisting, conditioned on the conduction of the Offer by the Offeror; and (ii) the choice of a
Valuation Report Provider, selected from the List, by majority vote of the shareholders
holding Outstanding Shares (as defined in item 2.6.1 below) who attended the meeting,
blank votes and votes cast by the Offeror were disregarded. On July 8, 2015, the Valuation
Report Provider prepared the Companys Valuation Report, made available by the
Company on its website on the same date. On July 17, 2015, the BM&FBOVESPA
submitted to representatives of the Company and of the Offeror, as disclosed by the
Company in its material fact dated July 20, 2015, comments to the Valuation Report that
had been made public on July 8, 2015. On August 1, 2015, the Company disclosed a
material fact including an updated version of the Valuation Report, pursuant to the
comments made by the BM&FBOVESPA. On December 1, 2015, the Board of the CVM
authorized, pursuant to Article 35 of CVM Instruction 361, the exemption from the
requirement provided by Article 15 of CVM Instruction 361 regarding a minimum or
maximum number of shares to be acquired in the Offer, as provided in item 2.11 below.

1.3

Registration as a Publicly-held Company. The registration of the Company as issuer of


class A securities was granted by the CVM on November 5, 2004, under No. 1962-3.
Under no circumstances shall this Offer imply the cancellation of registration of the
Company as issuer of class A securities.

1.4

Legal Basis. This Offer shall be conducted pursuant to Articles 40 and 43 of the
Companys by-laws, Article 31 of CVM Instruction 361, and Section XI of the Novo
Mercado Rules, due to the intention of the Offeror to carry out the Novo Mercado Delisting,
as disclosed in the Material Fact.

THE OFFERING

2.1

Corporate Approvals. The conduction of the Offer was approved in a meeting of the
Board of Directors of the Offeror held on April 24, 2015, the minutes of which were duly
filed with the Board of Trade of the State of So Paulo on May 14, 2015, under No.
211.566/15-9.

2.2

Absence of Registration of the Offer. The Offer contemplated in this Notice of


Announcement shall not be subject to registration with the CVM. The Offer shall observe,
as applicable, the general proceeding for public tender offers for acquisition provided for in
Articles 4 to 8-A, 10 to 12, and 14 to 15-B of CVM Instruction 361, as set forth by
paragraph 2 of Article 2 of CVM Instruction 361.

2.3

Form. This Offer shall be consummated by means of an auction (Auction) to be


conducted on the Bovespa Segment of the BM&FBOVESPA S.A. Bolsa de Valores
Mercadorias e Futuros (BM&FBOVESPA).

2.4

Term of Validity. This Offer shall remain valid until February 1 , 2016, including, which is
the date on which the Auction shall take place (Auction Date), without prejudice to
Subsequent Acquisitions (as provided in item 5.9 below).

2.5

Offeror. As of the date of publication of this Notice of Announcement, the Offeror is


indirectly controlled by Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy
Bueno, who together with the Offeror hold 71.94% (seventy-one point ninety-four percent)
of the total Shares. For more information on the Offeror, see item 10 of this Notice of
Announcement.

2.6

Shares Sought in this Offer. The Offeror agrees to acquire, through the Intermediary
Institution, an aggregate number of up to 86,580,887 (eighty-six million, five hundred eighty
thousand, eight hundred eighty seven) Shares, corresponding to all Outstanding Shares
(as defined below), also including the Shares held by the management of the Company
(Shares Sought in this Offer), corresponding in the aggregate to 27.77% (twenty-seven
point seventy-seven percent) of the capital stock of the Company. In this Offer: (i) Shares
held by direct or indirect controlling shareholders of the Company and persons
affiliated to them; and (ii) treasury Shares shall not be sought to be acquired in this
Offer on the Auction Date.

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2.6.1

Outstanding Shares. For the purposes of this Notice of Announcement,


Outstanding Shares mean all Shares, except for: (i) Shares held by direct or
indirect controlling shareholders of the Company, including the Offeror and persons
affiliated to them; (ii) Shares held by the management of the Company; and (iii)
treasury Shares on the Auction Settlement Date.

2.6.2

No Restriction on the Shares. Upon agreeing to dispose of the Shares Sought in


this Offer, the Shareholders represent that the Shares Sought in this Offer are free
and clear from any security interests, liens, charges, usufructs, encumbrances, or
any other form of restriction that may hinder their free distribution or transfer and
that may prevent the full and prompt exercise, by the Offeror, of any ownership,

political or rights of any other nature arising out of the ownership of the Shares or
the full meeting of the trading requirements set forth in the Rules of Operation of
the Clearing and Settlement Chamber of the BOVESPA Segment and the
Depositary Facility of the BM&FBOVESPA (as defined below).
2.6.3

2.7

Dividends and Interest on Shareholders Equity. In the event that the Company
declares dividends and/or interest on shareholders equity by the Auction
Settlement Date (as defined below), the relevant payments shall be made in the
manner prescribed in Article 205 of the Brazilian Corporations Law to the owners of
the Shares or to individuals who hold usufruct rights on the date informed in the
corporate act that approves the declaration of dividends or interest on
shareholders equity.

Conditions.
2.7.1

Conditions for the Novo Mercado Delisting. On June 8, 2015, the Companys
extraordinary shareholders meeting approved the Novo Mercado Delisting, which
is conditioned upon effectiveness and completion of this Offer, pursuant to items
11.1 and 11.2 of the Novo Mercado Rules and Article 40 of the Companys by-laws.

2.7.2

Conditions of the Offer. This Offer is conditioned upon the non-occurrence of any
of the events listed below by 9:00 a.m. (Braslia time) on the business day
immediately prior to the Auction Date, except for express waiver of such condition
by the Offeror, stated in the manner provided for in item 2.7.4 below:
(i)

(x) change in the business, conditions, revenues, operations, or assets of


the Company and/or its directly or indirectly controlled entities representing
or expected to represent 5% (five percent) or more of the Companys
income before income tax and social contribution, taking into account for
this purpose, the income recorded on the last financial statements that
were made public by the Company; or (y) knowledge by the Offeror of any
circumstance causing or expected to cause a change by 5% (five percent)
or more in the value of the Company or its directly or indirectly controlled
entities, or in the value of the Shares, as a result of any of the following
events: (a) the issuance, by any federal, state or local governmental
authority of Brazil (including, without limitation, the Executive, Legislative,
and Judiciary authorities), of any decree, order, judgment, or act: (I)
challenging, restricting, or limiting the ability of the Offeror to conduct the
Offer, hold and acquire Shares, exercise all rights arising out of it, or
receive distributions related thereto; (II) determining the termination of or
amendment to the terms and conditions of any granted licenses,
authorizations, or concessions required for purposes of the businesses of
the Company or any of its directly or indirectly controlled entities; (III)
determining any expropriation, seizure, or limitation on the free disposal of
assets of the Company or its directly or indirectly controlled entities; (IV)
imposing additional obligations of investment, rendering of services, or
implementation of measures that are excessively burdensome on the
Company or any of its directly or indirectly controlled entities; (V)
suspending, restricting, or limiting the conduction of transactions in the
foreign exchange markets, or the inflow or outflow of funds into or out of
Brazil; (b) any war or serious civilian or political disturbance, either in Brazil
or abroad; (c) the occurrence of any natural disaster, such as, earthquakes,

floods, or similar events, or any other external factor causing significant


damage to the Company and affecting the ordinary course of their
respective businesses;

2.8

(ii)

a decrease of 20% (twenty percent) or more, at the closing of the trading


session of the BM&FBOVESPA, on the business day immediately before
the Auction Date, in the trading price of the Shares, compared to the
trading price on the last day of trading of the Shares until December 23,
2015, which was of R$7.59 (seven Reais and fifty-nine centavos) per
Share;

(iii)

the enactment of any act by any governmental authority preventing the


Offeror from conducting the Offer or imposing on the Offeror an obligation
to acquire or dispose of the Shares;

(iv)

general suspension, or limitation, of the trading of securities in general,


including the Shares, on the BM&FBOVESPA, for more than 24 hours.

2.7.3

Occurrence of Conditions. If, at any time between the date of publication of this
Notice of Announcement and 9:00 a.m. (Braslia time) on the business day
immediately preceding the Auction Date, any of the events listed under item 2.7.2
above occurs, the Offeror shall disclose, by 10:00 a.m. on the business day
immediately preceding the Auction Date, a notice to the market and a letter to the
Director of Transactions of the BM&FBOVESPA and to the Company (which, on its
turn, shall disclose a material fact informing this event to the market), clarifying
whether the Offer shall be maintained (upon a waiver of such condition by the
Offeror, as provided in item 2.7.4 below) or cancelled, thus, losing its effectiveness.

2.7.4

Waiver of Condition. The Offeror may, at its exclusive discretion, waive any of the
conditions listed under item 2.7.2 above, in which case the Offer shall uphold its
validity and effectiveness, even when the relevant waived condition(s) has(have)
not occurred. Any waiver to any of the conditions provided in item 2.7.2 above shall
be expressly disclosed by the Offeror, by means of a notice to the market and a
letter to the Director of Transactions of the BM&FBOVESPA and to the Company
(which, on its turn, shall disclose a material fact informing this event to the market).

Change or Revocation of the Offer. Any change in the terms and conditions of the Offer
or the revocation thereof shall be widely disclosed by means of the publication of a
material fact.
2.8.1

Amendment to the Notice of Announcement. Any modification of the Offer shall


entail the publication of an amendment to this Notice of Announcement
(Amendment), highlighting the modifications introduced with an indication of a
new date for the conduction of the Auction, which shall observe the following terms:
(i)

a minimum term of ten (10) days, in case of increase in the Price per Share
(as defined below) or waiver of any condition of effectiveness of the Offer,
or twenty (20) days, in other cases, counted from the date of publication of
the Amendment; and

(ii)

a maximum term of thirty (30) days counted from the publication of the
Amendment or forty-five (45) days counted from the publication of this
Notice of Announcement, whichever is longer.

2.9

Opinion of the Board of Directors of the Company. Pursuant to item XXX of Article 20
of the Companys by-laws and item 4.8 of the Novo Mercado Rules, the Board of Directors
of the Company shall prepare and make public, within up to fifteen (15) days after the date
of publication of this Notice of Announcement, an opinion accepting or rejecting the Offer.
Any person interested in this Offer may obtain a copy of the opinion of the Board of
Directors, as soon as it is effective, on the websites of the Company and of the CVM; the
website addresses are listed in item 12.5 below.

2.10

Consequences of the Acceptance of the Offer. Upon accepting this Offer, each
Shareholder agrees to dispose of ownership of the Shares Sought in this Offer, including
all rights arising out of it relating to the Shares, in accordance with the terms and
conditions provided for in this Notice of Announcement.

2.11

No Minimum or Maximum Number of Shares to be Acquired in this Offer. On


December 1, 2015, the Board of CVM granted, pursuant to Article 35 of CVM Instruction
361, an exemption from the requirement provided by Article 15 of CVM Instruction 361
regarding a minimum or maximum number of shares to be acquired in the Offer.
Accordingly, the Offeror shall purchase all shares registered under sell orders in the
Auction, as provided by item 4.6 of this Notice of Announcement.

PRICE

3.1

Price per Share. The Offeror attributes to each Outstanding Share the value of R$10.50
(ten Reais and fifty centavos) (Price per Share). The Price per Share is approximately
7.1% (seven point one percent) higher than the closing price on April 24, 2015 and
approximately 5.0 % (five percent) higher than the weighted average price of the Shares in
the 90 (ninety) days before April 24, 2015, including on the BM&FBOVESPA.
Notwithstanding, the Price per Share is approximately 38.3% (thirty-eight point three
percent) higher than the closing price on the second business day immediately prior to the
publication of the Notice of Announcement and approximately 20.2% (twenty point two
percent) higher than the weighted average price of the Shares in the 90 (ninety) days
before the publication of the Notice of Announcement, including on the BM&FBOVESPA.
The Price per Share complies with the provisions of Articles 40 and 43 of the Companys
by-laws and item 11.2 of the Novo Mercado Rules, and is supported by the Valuation
Report, which was exclusively prepared for this purpose in an independent manner by the
Valuation Report Provider (Valuation Report), which attributed to the Shares, using the
discounted cash flow method, a value between R$10.32 and R$11.35, with a mid-point of
the price range at R$10.83. The Valuation Report Provider was selected from the List by
majority vote of shareholders of Outstanding Shares present at the Companys
extraordinary shareholders meeting held on June 8, 2015, excluding: (i) blank votes; (ii)
votes from controlling entities of the Company, the Offeror, Mr. Edson Godoy Bueno, and
Mrs. Dulce Pugliese de Godoy Bueno; (iii) votes from persons affiliated to item (ii); and (iv)
votes from the management of the Company.
3.1.1

Adjustments for Dividends and Interest on Shareholders Equity. Any


dividends or interest on shareholders equity declared by the Company between
the date of publication of this Notice of Announcement and the business day
immediately prior to the Auction Date or the date on which the period for the
Subsequent Acquisition ends (as defined in item 5.9 below), as applicable, shall be
deducted from the Price per Share if the Shares Sought in this Offer come to be

traded ex-dividends or ex-interest on shareholders equity during the relevant


period.
3.1.2

Adjustments for Reverse Stock Splits and Stock Splits. In the event that the
capital stock of the Company is altered from the date of publication of this Notice of
Announcement and the Auction Date or the date on which the Subsequent
Acquisition period ends, as applicable, by virtue of any reverse stock splits of the
Shares or stock splits of the Shares, the Price per Share shall be adjusted based
on the number of Shares resulting from the change in the capital stock and shall be
widely disclosed by means of a material fact.

3.1.3

Adjustments of Price. In the event of adjustment in the Price per Share as


provided in items 3.1.1 and 3.1.2 above, the Offeror shall disclose a notice to the
market and send a letter clarifying such adjustments to the Director of Transactions
of the BM&FBOVESPA and to the Company (which, on its turn, shall make publicly
available a material fact disclosing this event to the market), informing the final
Price per Share with two decimal points, until the last business day immediately
prior to the Auction Date or to the date on which the Subsequent Acquisition period
ends, as applicable.

3.1.4

Form of Payment. Payment of the Price per Share within the scope of the Offer
shall be made on demand, in Brazilian official currency, on the Auction Settlement
Date (as defined below), according to the procedures of the Clearing and
Settlement Chamber of the BOVESPA Segment of the BM&FBOVESPA, or on the
date on which the period for payment of Subsequent Acquisition ends, as provided
in item 5.9 below.

ELIGIBILITY FOR THE AUCTION

4.1

Application for Eligibility. The shareholder willing to participate in the Auction shall apply
for eligibility in this respect with the Intermediary Institution or any other Brokerage Firm,
from the date of publication of this Notice of Announcement by 6:00 p.m. of January 29,
2016, the business day immediately preceding the Auction Date (Application Period), to
be represented in the Auction, in accordance with the terms and procedures provided in
this Notice of Announcement. In order to apply for eligibility in the Auction, Shareholders
willing to participate in the Auction shall fulfill the registration procedures as required by the
relevant Brokerage Firm, as well as the requirements provided in the Rules of Operation of
the Clearing and Settlement Chamber of the BOVESPA Segment and the Depositary
Facility of the BM&FBOVESPA.

4.2

Registration with the Brokerage Firm and Required Documents. The Shareholder
willing to apply for eligibility in the Auction shall (i) have a previously opened account with a
Brokerage Firm of his/her free choice or make arrangements to open the relevant account,
in accordance with the specific procedures of each Brokerage Firm, and (ii) request
information from the Brokerage Firm regarding the documents required for eligibility in the
Offer. Nonetheless, it is advisable that Shareholders present themselves personally or
through a duly constituted attorney, before Brokerage Firms with their respective updated
registration form, or with a certified copy of the documents listed below, as applicable;
provided that, for registration purposes, additional information and/or documents may be
requested, at the discretion of the Brokerage Firms:

4.3

(i)

Natural Person. Identity Card (RG), evidence of enrollment as a Taxpayer with the
Individual Taxpayers Registry of the Ministry of Finance (CPF/MF) and evidence
of residence address. Legal representatives of estates, minors, and interdicts, as
well as attorneys for Shareholders shall also present originals or certified copies of
the documentation granting the required representation powers and certified copies
of the Identity Card (RG) and the CPF/MF. Representatives of estates, minors, and
interdicts shall also present the relevant court authorization.

(ii)

Legal Entities. Articles of incorporation or by-laws, evidence of enrollment with the


CNPJ/MF, corporate documentation granting the required representation powers,
and certified copies of CPF/MF, Identity Card (RG), and evidence of residence
address of their representatives. Shareholders residing abroad may be compelled
to present other representation documents.

(iii)

Resolution 4,373 Investor. Any Shareholder investing in the Shares in reliance


upon the mechanism provided in Resolution 4,373, dated September 29, 2014,
issued by the Central Bank of Brazil (4,373 Investor), shall provide, in addition to
the documents listed above, a document attesting his/her number of registration
with the CVM and the Central Bank of Brazil (in this latter case, the number of the
Registro Declaratrio Eletrnico RDE), as well as a statement of the custody
position, showing the number of Shares held by him/her to be disposed of in the
Auction. If the 4,373 Investor is a foreign natural person, he/she shall also present,
in addition to the aforementioned documents, a certified copy of the evidence of
enrolment with the CPF/MF.

(iv)

Universality of Assets (Such as Estates and Investment Funds). Address of


the representative, telephone, email, and certified copy of the documentation
evidencing the representation powers granted to the relevant representative in
connection with this Offer.

4.2.1

The Offeror informs the Shareholders willing to apply for eligibility in the Auction
that the procedure relating to the analysis of the documents and the transfer of the
Shares Sought in this Offer described above is subject to internal rules and
procedures of the relevant Brokerage Firms, custodians, representatives of nonresident investors, and the BM&FBOVESPA. Shareholders willing to apply for
eligibility in the Auction shall timely take all the necessary measures in connection
with the eligibility process to participate in the Auction.

Term for Deposit of Shares of Shareholders Recorded in the Share Register Book.
Shareholders recorded in the share register book of the Company willing to participate in
the Auction by selling their Shares Sought in this Offer shall apply for eligibility in the
Auction by accrediting any Brokerage Firm, at least 5 (five) business days before the
Auction Date, so as to allow the deposit of the Shares for custody of the Asset Depositary
Facility of the BM&FBOVESPA (BM&FBOVESPA Depositary Facility).
4.3.1

Instruction for Transfer of Ownership of the Shares. The aforementioned act of


deposit of the aforementioned Shares Sought in the Offer implies an instruction to
the BM&FBOVESPA Depositary Facility to the effect that, as of the Auction
Settlement Date (as defined below), the ownership of the Shares Sought in the
Offer be transferred to the Offeror, on the date of receipt of the Price per Share by
the Shareholders.

4.3.2

Shares Sought in the Offer Deposited with the BM&FBOVESPA Depositary


Facility. The Eligible Shareholder willing to sell his/her Shares shall, through
his/her Brokerage Firm (which shall be a custodian agent with the BM&FBOVESPA
Depositary Facility), transfer the Shares Sought in the Offer to portfolio 7105-6,
kept by the BM&FBOVESPA Depositary Facility exclusively for this purpose by
1:00 p.m. of the Auction Date.

4.3.3

Cancellation of Orders. Registered sell orders which corresponding Shares


Sought in this Offer are not deposited in the portfolio referred to in item 4.3.2 above
by 1:00 p.m. (Brasilia time) of the Auction Date shall be cancelled by the
BM&FBOVESPA, prior to the beginning of the Auction.

4.3.4

Observance of Terms. Each Shareholder is responsible for taking the appropriate


action to: (a) cause the deposit of the Shares Sought in the Offer with the
BM&FBOVESPA Depositary Facility to be made in a timely manner to allow the
respective eligibility for the Auction, subject to the procedures of each Brokerage
Firm and the provisions of item 4.3 of this Notice of Announcement; and (b)
transfer his/her Shares Sought in the Offer to the custody of the BM&FBOVESPA
Depositary Facility, by 6:00 p.m. (So Paulo time) of the business day immediately
prior to the Auction. Shareholders shall comply with all requirements for the trading
of shares set forth in the Rules of Operations of the BOVESPA Segment of
BM&FBOVESPA.

4.3.5

Loan/Lease of Assets. Shareholders with lender positions in asset loan


agreements willing to apply for eligibility as selling shareholders in the Auction shall
observe the following proceedings:

4.3.6

(i)

agreements containing an early settlement clause: the lending Shareholder


shall request the settlement, through the BTC system, with due observance
of the term provided for the return of the Shares Sought in the Offer by the
borrower, that is, by 8:00 p.m. (Braslia time) of the third business day
(D+3) from the date of the request, for orders placed by 9:30 a.m. or by
8:00 p.m. (Braslia time) of the forth business day (D+4) from the date of
the request, for orders placed after 9:30 a.m.;

(ii)

agreements without an early settlement clause: the lending Shareholder


shall request the amendment to the agreement, through the BTCNET
system, so that the field reserved to Reversible Lender is changed from
NO to YES. The amendment to provide for the early settlement of the
loan/lease agreement is conditioned upon acceptance by the borrower. In
case of amendment to the agreement, the same procedure provided for
agreements containing an early settlement clause shall be observed (see
item above).

Forward Contracts involving the Shares Sought in the Offer. Investors with
duly covered long positions in forward contracts willing to apply for eligibility in the
Auction shall adopt one of the following procedures: to (i) request the Settlement
by Difference of the contracts, 4 business days prior to the final date for transfer of
shares to the 7105-6 portfolio; (ii) request the Special Settlement by Difference of
the contracts, 3 business days prior to the final date for transfer of shares to the
7105-6 portfolio; or (iii) request the Early Settlement of the contracts, 2 business
days prior to the final date for transfer of shares to the 7105-6 portfolio. Only

parties to contracts covered by the relevant Shares Sought in the Offer are eligible
to request settlement.
4.3.7

4.4

In these cases, the lender shall receive the Shares Sought in the Offer in its
custodian account in a timely manner to enable their transfer to the 7105-6 portfolio
and to take all other necessary actions provided for in this Notice of Announcement
for eligibility purposes. In the event the borrower fails to return the Shares Sought
in the Offer within the period set forth, the procedures described in Chapter IV of
the Operational Procedures of the Clearing, Settlement and Operation Risk
Management Chamber of the Bovespa Segment and BM&FBOVESPA Depositary
Facility shall be adopted.

Shareholders Failing to Present the Documents Required for Eligibility Purposes.


Any Shareholder failing to (i) timely present all documents required by the Brokerage Firm
for purposes of eligibility for the Auction, or (ii) cause the transfer of the Shares to the
BM&FBOVESPA Depositary Facility, as provided in this Notice of Announcement, shall not
be eligible to participate in the Auction.
4.4.1

Eligible Shareholder. Shareholders that complied with the eligibility procedures as


provided in items 4.1 to 4.3 above shall be referred to, individually, as Eligible
Shareholder and, jointly, as Eligible Shareholders.

4.5

Verification of Documents and Transfer of the Shares. The Offeror hereby warns the
Shareholders that the procedures for verification of the documents, as well as for transfer
of shares, detailed in this Notice of Announcement, are subject to the rules and internal
procedures of the Brokerage Firms, depositary institutions, and the BM&FBOVESPA
Depositary Facility. Accordingly, Shareholders shall take the necessary action reasonably
in advance to be eligible to participate in the Auction. The Offeror shall not be liable for any
problem or issue in connection with the verification of the documents or the transfer of the
shares that may prevent or hinder the eligibility of the Shareholder to participate in the
Auction.

4.6

Acceptance of the Offer. The final acceptance of the Offer by each Shareholder shall
occur until the beginning of the Auction, through the Brokerage Firm in which the
Shareholder has applied for eligibility, upon registration of the sell order in the Auction. Any
withdrawal of the Offer shall be notified by the Eligible Shareholder to the relevant
Brokerage Firm, in a timely manner to allow the Brokerage Firm to cancel or reduce the
sell orders (as applicable) registered in the name of the Eligible Shareholder. Acceptance
of the respective Offer and the offer to sell the Shares shall be irrevocable and irreversible
from that time onwards.

THE AUCTION

5.1

Auction Date. The Auction shall occur on the Auction Date, that is, on February 1 , 2016,
at 3:00 p.m., So Paulo time, through the Trading System of the BM&FBOVESPA
Bovespa Segment.

5.2

Regulations of the BM&FBOVESPA. The Auction shall observe the rules established by
the BM&FBOVESPA, and the Eligible Shareholders willing to accept the Offer shall meet
the requirements for the trading of Shares contained in such regulation. The Eligible
Shareholders may accept the Offer through any participant of securities authorized to
operate in the Bovespa segment of the BM&FBOVESPA (each of them hereinafter
individually referred to as Brokerage Firm, and collectively, Brokerage Firms).

st

10

5.3

Interference in the Auction and Competing Tender Offer. Any third party may interfere
with a tender offer for the Shares Sought in the Offer in the Auction or make a competing
tender offer, pursuant to Article 12, paragraph 2, item II (Interference) and Article 13 of
CVM Instruction 361 (Competing Tender Offer), respectively.
5.3.1

Proceeding for Interference in the Auction and Competing Tender Offer. The
Competing Tender Offer shall be launched and the interest in the interference shall
be disclosed within ten (10) days before the Auction Date, with a price
corresponding to, at least, five per cent (5%) above the Price per Share, pursuant
to Article 12, paragraphs 4 and 5 and Article 13, paragraphs 2 and 3 of CVM
Instruction 361.

5.4

Price Variation. If no interference occurs or no notice of announcement of the Competing


Tender Offer is published, the Auction shall adopt procedures that assure the right of the
Offeror to increase the Price per Share during the Auction, and such new price shall apply
to all Eligible Shareholders that accepted previous bids, pursuant to Article 12, paragraph
2, item I of CVM Instruction 361.

5.5

Costs and Brokerage Commissions. All costs, brokerage commissions, and fees relating
to the sale of the Shares Sought in the Offer shall be borne by the respective selling
shareholders and the costs, brokerage commissions, and fees relating to the purchase of
the Shares Sought in the Offer shall be borne by the Offeror. Expenses associated with the
conduction of the Auction, such as fees and emoluments charged by the BM&FBOVESPA
shall abide by the price schedules in effect as of the Auction Date and the applicable legal
provisions in force.

5.6

Brokerage Firm Representing the Offeror. The Intermediary Institution shall be the
representative of the Offeror in the Auction.

5.7

Acceptance Procedure through Brokerage Firms. By 1:00 p.m. of the Auction Date,
Brokerage Firms representing Eligible Shareholders shall inform the BM&FBOVESPA
about the offer to sell, including the number of Shares Sought in the Offer held by the
Eligible Shareholders that will be represented by the Brokerage Firms, by recording the sell
orders in the electronic trading system of the Bovespa segment of the BM&FBOVESPA
through code DASA3L.

5.8

Period for Change, Cancellation, and Confirmation of Orders. By 1:00 p.m. (Braslia
time) of the Auction Date, Brokerage Firms representing Eligible Shareholders may record,
change, or cancel registered offers through the electronic trading system of the Bovespa
segment. From 1:00 p.m. (Braslia time) of the Auction Date until the beginning of the
Auction at 3:00 p.m. (Braslia time), only cancellations, decreases in number or changes in
the price of offers to sell shall be allowed. As of the beginning of the Auction, offers to sell
shall be considered, for all purposes, irrevocable and irreversible, and only Eligible
Shareholders shall be allowed to decrease the prices.
5.8.1

5.9

Brokerage Firms are responsible for recording offers to sell for the Shares Sought
in the Offer deposited in the portfolios referred to in item 4.3.2 of this Notice of
Announcement. Sell orders shall be accepted by 1:00 p.m. (Braslia time) of the
Auction Date.

End of Trading and Sale in the 3 (Three) Months Following the Auction. The Offeror is
willing to broaden the coverage included in paragraph 2 of Article 10 of CVM Instruction
361, in connection with the obligation of the Offeror to acquire the Shares Sought in the

11

Offer within three months following the Auction in the event the adhesion to the Offer
exceeds 2/3 of the Outstanding Shares, such that the obligation is maintained during that
period in the event the adhesion to the Offer exceeds 1/3 of the Outstanding Shares.
5.9.1

Accordingly, in the event the Offeror acquires more than 1/3 of the Outstanding
Shares in the Offer, any Shareholder willing to sell his/her Shares Sought in the
Offer to the Offeror may present a request to his/her Brokerage Firm during the 3
nd
(three) months following the Auction, that is, from February 2 , 2016 through May
nd
2 , 2016.

5.9.2

The Offeror shall acquire the Shares Sought in the Offer and pay the Price per
Share to the relevant Shareholders, in Brazilian official currency, adjusted by the
ndice Nacional de Preos ao Consumidor Amplo IPCA for the past 12 (twelve)
months before the date of publication of this Notice of Announcement, pro rata
temporis from the Auction Settlement Date to the date of actual payment, and
adjusted for any payment related to dividends, interest on shareholders equity,
reverse stock splits and/or stock splits, as applicable, pursuant to the provisions of
items 3.1.1 and 3.1.2 above, which payment shall occur within up to 15 days after
placement of the sell order on the stock exchange and/or request of the relevant
Shareholder to sell his/her Shares Sought in the Offer (Subsequent
Acquisitions).

SETTLEMENT

6.1

Form of Settlement. The financial settlement of the Auction shall be made in accordance
with the rules adopted by the BM&FBOVESPA Clearing and Settlement Facility, under the
gross settlement mode, as defined in Chapter VII of the Operational Procedures of the
BM&FBOVESPA Clearing and Settlement Facility. The BM&FBOVESPA Clearing and
Settlement Facility shall not act as a central counterparty guaranteeing the settlement of
the Auction. The BM&FBOVESPA Clearing and Settlement Facility shall act as a facilitator
of the settlement of the Auction in accordance with this Offer.

6.2

6.1.1

The financial settlement of the Offer shall be made in a single installment, in three
(3) business days after the Auction Date (Auction Settlement Date), through
payment to the Shareholders of the Price per Share, as consideration for the
transfer of the Shares Sought in the Offer to the Offeror, provided, however, that in
any event, all of the Shares Sought in the Offer sold within the scope of the Offer
remain blocked at the BM&FBOVESPA Depositary Facility until the completion of
the settlement.

6.1.2

Settlement of Subsequent Acquisitions. Pursuant to Article 7, paragraph 4 of


CVM Instruction 361 and the Intermediation Agreement, in case the event provided
by paragraph 2 of Article 10 of CVM Instruction 361, settlement of Subsequent
Acquisitions made by the Offeror within three (3) months from the Auction Date
shall be made in accordance with item 5.9 of this Notice of Announcement.

Authorization to the Custodian Agent. The Shareholder shall be exclusively responsible


for taking the required action to ensure that his/her custodian agent authorizes the transfer
of the Shares for the settlement of the Offer on the established date. If the custodian agent
does not authorize the delivery of the assets to BM&FBOVESPA during the settlement
procedure, the portion sold by the Shareholder shall not be settled. If there is a failure in
the settlement process caused by the lack of authorization to the custodian agent to

12

transfer shares for the timely settlement of the transaction, any costs or burden resulting
from such failure shall be fully borne by the Shareholder.

6.3

Obligation of the Offeror. Pursuant to the agreement entered into by and between the
Intermediary Institution and the Offeror (Intermediation Agreement), the settlement
obligations of the Offeror provided for in this Notice of Announcement shall be complied
with by the Intermediary Institution, for and on behalf of the Offeror and, in any event, the
Offeror shall remain fully liable for compliance with all Offerors obligations relating to the
Offer and set forth in this Notice of Announcement.

6.4

Guaranty. Up to one (1) business day before the financial settlement of the Offer, the
Offeror shall arrange for the transfer to the bank account to be indicated by the
Intermediary Institution, of an amount in Reais equivalent to, at least, the full amount of the
Offer, as established in the Auction, calculated in accordance with this Notice of
Announcement, which amount is required for the acquisition of the number of Shares
effectively purchased under the Auction. The Offeror shall also transfer, as they become
necessary, any amounts required for settlement of Subsequent Acquisitions during the
term established under Article 10, paragraph 2 of CVM Instruction 361
6.4.1

The Intermediary Institution shall guarantee the financial settlement of the Offer,
including Subsequent Acquisitions, whether the financial settlement is carried out
by the Intermediary Institution or any of its affiliates, pursuant to Article 7,
paragraph 4 of CVM Instruction 361 and the Intermediation Agreement.

ADDITIONAL OBLIGATIONS

7.1

Subsequent Obligation. Pursuant to Article 10, item I of CVM Instruction 361, the Offeror
shall reimburse the selling shareholders for any increase in the Price per Share received
for the sale of the Shares Sought in the Offer, adjusted by the IPCA, from the Auction
Settlement Date to the date of actual payment of the due amount, adjusted by the change
in the number of shares resulting from any share bonus, reverse stock splits, stock splits,
and conversions occurred, and (i) the amount per share due and payable, or that becomes
due and payable, in case, within one (1) year from the Auction Date, a fact imposes, or
causes to impose, the conduction of a mandatory public tender offer for the acquisition of
shares, pursuant to Article 2, items I to III of CVM Instruction 361, and (ii) the amount they
would be entitled to receive if they were still shareholders of the Company and dissented
from the resolution of the Company that approves any corporate event that allows the
exercise of dissenters right, provided such event occurs within one (1) year from the
Auction Date.
7.1.1

As of the date of this Notice of Announcement, the Offeror does not foresee (i) any
fact that may impose the conduction of a new mandatory public tender offer for the
acquisition of Shares or (ii) any corporate event that entitles dissenters rights to
the holders of the Shares.

APPRAISAL REPORT

8.1

Valuation. Banco Ita BBA S.A. (Valuation Report Provider) prepared the Valuation
Report of the Company, dated July 8, 2015, pursuant to Annex III of CVM Instruction 361.
This Valuation Report was restated on August 1, 2015 to comply with the requirements set
forth by the BM&FBOVESPA on July 17, 2015 and informed by the Company, by means of
a material fact, on July 20, 2015. Pursuant to item 10.1 of the Novo Mercado Rules and

13

Article 43 of the Companys by-laws, the choice of Valuation Report Provider was
approved by the extraordinary shareholders meeting held on June 8, 2015, based on the
List. The relevant resolution was taken by majority vote of shareholders representing the
outstanding shares of the Company who attended the extraordinary shareholders meeting.
Blank votes and the votes of the Offeror were disregarded. The table below sets forth the
methods used in the Valuation Report and respective price per Share.
Method

Price per Share (R$)

Discounted Cash Flow

10.32 to 11.35

Market Multiples: Comparable Brazilian


Companies

10.34 to 11.44

Market
Multiples:
International Companies

13.17 to 14.40

Comparable

Volume Weighted Average Price per


Share: in the past 12 months prior to
the disclosure of the Material Fact of the
Offer (April 25, 2014 to April 24, 2015)

12.73

Volume Weighted Average Price per


Share: from the material fact and
disclosure of the Valuation Report (April
27, 2015 to July 7, 2015)

9.73

Shareholders Equity per Share

8.92

Source: Independent Valuation Report of the Valuation Report Provider

8.2

Estimates and Information Used in the Valuation. The economic and financial appraisal
works performed for the Valuation Report took into account, among other information: (i)
quarterly information of the Company as of and for the three-month period ended March
31, 2015; (ii) managerial information provided by the management of the Company; and
(iii) publicly-available information, as detailed in the Valuation Report.

8.3

Availability of the Valuation Report. The Valuation Report, containing all estimates and
information used in its preparation, is available to interested parties for analysis at the
headquarters of the Offeror, the Company, the Intermediary Institution, BM&FBOVESPA,
and CVM, as well as on the websites of the Company, Intermediary Institution,
BM&FBOVESPA, and CVM at the addresses included in item 12.5 below.

8.4

Representations of the Valuation Report Provider. The Valuation Report Provider,


exclusively responsible for preparing the Valuation Report, made the following
representations in the Valuation Report:
(i)

pursuant to Annex III, item X, d of CVM Instruction 361, funds/portfolios managed


by Ita Asset Management Ltda. include debentures issued by the Company in the
amount of R$89.0 million, corresponding to a total of 22,274 debentures on June
19, 2015. Moreover, the Valuation Report Provider has debentures issued by the
Company in the amount of R$35 million, corresponding to a total of 3,368
debentures on July 7, 2015.

14

(ii)

pursuant to Annex III, item X, d of CVM Instruction 361, as of July 7, 2015, the
Valuation Report Provider, its controlling entity, and persons affiliated to it are not
holders of shares and, except for the debentures described in the item above, any
other securities issued by the Company and/or persons affiliated to it.

(iii)

pursuant to Annex III, item X, d of CVM Instruction 361, the Valuation Report
Provider does not have conflicts of interest with the Offeror or the Company, their
controlling shareholders and management, that diminishes the independence
required to perform its duties in connection with the preparation of the Valuation
Report.

(iv)

pursuant to Annex III, item X, d of CVM Instruction 361, the Valuation Report
Provider will receive from the Offeror the fixed amount of R$500,000.00 (five
hundred thousand Reais) for the preparation and presentation of the Valuation
Report.

(v)

pursuant to Annex III, item X, d of CVM Instruction 361, the Valuation Report
Provider received, in the twelve (12) months prior to the registration request filed by
the Offeror, the amount of R$523,622.94 from the Company or the Offeror as
compensation for consulting, valuation, audit, and similar services. The Valuation
Report Provider and other companies of the Ita group maintain a commercial
relationship in the ordinary course of their businesses as a commercial and
investment bank with the Company and other companies of the group, for which
they receive and expect to receive compensation in the future.

(vi)

the Valuation Report Provider, as of the date of issuance of the Valuation Report,
represents that it has a close relationship with the Company through wholesale and
retail commercial banking, involving service products such as collection, payments
and payroll, in addition to investment and credit transactions, with a credit exposure
of approximately R$110 million.

(vii)

pursuant to item X of Annex III of CVM Instruction 361, the internal process of
approval in connection with the Valuation Report of the Valuation Report Provider
includes the approval by an internal committee.

(viii)

the Valuation Report Provider works with the Company through its investment bank
and recently structured a debentures transaction and distributed debentures of
Company.

(ix)

the Valuation Report Provider and its economic group maintain a commercial
relationship in the ordinary course of their businesses as a commercial and
investment bank with the Company and other companies of the Companys group,
for which they received and expect to receive compensation in the future.

(x)

the Offeror, the Company, their controlling shareholders and management did not
guide, interfere, limit, hinder, nor practice any acts that compromised the access,
use, or knowledge of information, assets, documents or work methods that are
significant to the quality of the conclusions presented herein, nor did they
determine or restrict the ability of the Valuation Report Provider to independently
ascertain the methods used by it to reach the conclusions presented in the
Valuation Report, nor did they restrict the ability of the Valuation Report Provider to
determine the conclusions presented in the Valuation Report.

15

(xi)

Ita Unibanco Holding S.A. (Ita Unibanco) represents that it does not have
commercial and credit information of any nature that may affect the preparation of
the Report.

(xii)

Ita Unibanco, through its subsidiary Banco Ita BBA S.A., may provide investment
banking services to the Offeror, for which it may receive compensation.

8.5

Independent Assessment. Notwithstanding the existence of the Valuation Report, each


Shareholder shall conduct an independent assessment of the information contained in the
Valuation Report and in this Notice of Announcement and decide, based on their own
judgment, at their own risk, about the convenience and interest in disposing of their Shares
Sought in the Offer in accordance with the terms of this Offer, and the Offeror, the
Valuation Report Provider, the Intermediary Institution and/or the Company shall have no
responsibility for the decision taken by the Shareholder. Neither the Offeror nor the
Valuation Report Provider, the Intermediary Institution or the Company are advising the
Shareholders to accept the Offer. Each Shareholder should seek the advice of its counsel
or financial and tax advisor about the consequences of participating or not in the Offer.

INFORMATION RELATING TO THE COMPANY

9.1

Headquarters and Corporate Purpose. The Company is a publicly-held corporation


(sociedade por aes) with headquarters located at Avenida Juru, 434, Alphaville, in the
city of Barueri, State of So Paulo, ZIP Code 06455-010, and its corporate purposes are:

9.2

(i)

the rendering of supporting ancillary diagnostic services (SAD) to self-paid patients


or through healthcare companies, insurance companies, hospital and medical care
centers, other modes of health funding, including clinical analyses and
administration of vaccines, directly or on a supplemental basis, by means of
laboratories engaged for such purpose; as well as supporting ancillary diagnostic
services (SAD), exclusively through specialized medical centers such as, in the
areas of: (a) cytology and anatomic pathology; b) imaging and graphic method; and
c) nuclear medicine;

(ii)

the exploitation of activities related to: (i) analysis of food and substances to
evaluate risks for human beings; (ii) imports, for own use, of medical and hospital
equipment, diagnostic kits and related items in general, (iii) preparation, edition,
publication, and distribution of newspapers, books, magazines, journals and other
written communications to report scientific information or advertise the activities
developed the Company, (iv) granting and management of business franchises,
including advertisement and promotion fund, training and selection of personnel,
selection of equipment suppliers, and research material suppliers, among others;
and

(iii)

the holding of equity interests in other companies, whether or not of a business


nature, in the capacity of partner, equity interest holder or shareholder.

History of the Company and Development of its Activities. DASAs history dates back
to 1961, when Dr. Humberto Delboni and Dr. Raul Dias dos Santos founded Laboratrio de
Anlises Clnicas MAP, in So Paulo. In 1974 Dr. Caio Auriemo, who would lately become
the Chairman of the Board of Directors, an office he left on April 28, 2009, joined the
company as a partner of the Laboratrio de Anlises Clnicas MAP, which corporate name
was changed to Laboratrio Clnico Delboni Auriemo S/C Ltda. Subsequently, in 1985 the
corporate name of the Company was changed to Delboni Auriemo. As of 1982, DASA

16

began to offer imaging exams in addition to the lab test services then offered (multiproduct) and, in 1996, it built the central laboratory in the city of Barueri, State of So
Paulo. In July, 1999 several investment funds led by Ptria Banco de Negcios,
Assessoria, Gesto e Participao Ltda. acquired equity interests in the Company and,
together with Dr. Caio Auriemo, such funds started to indirectly control the Company
through Platypus S.A. and DASA Participaes S.A., the latter being the principal
shareholder of the Company at the time. After completion of several mergers by the
Company, it started to use in its service units, together with Delboni Auriemo, the
following trademarks: Lavoisier, Lmina, Bronstein and Curitiba Santa Casa. In November
2004, the CVM granted to the Company its registration as a publicly-held corporation, and
its shares were admitted to trading on the BM&FBOVESPA. The shares began trading on
the BM&FBOVESPA on November 19, 2004 under code DASA3. After several major
acquisitions, such as the acquisition of Laboratrio Pasteur Patologia Clnica S/S Ltda.;
Laboratrio Alvaro S.A., MD1 Diagnsticos S.A. and Laboratrio Louis Pasteur Patologia
Clnica S/C Ltda., among others, the Company consolidated its demographic expansion
strategy and strengthened its presence in several States of Brazil. In July 2007, DASA
merged Platypus S.A., DASA Participaes S.A. (DASA Par), and Balu 460
Participaes S.A. Accordingly, the shareholders agreements entered into among the
direct and indirect shareholders of DASA Par were terminated and, consequently, the
group of controlling shareholders was also terminated, and the capital and the shares of
the Company became widely held and more liquid. In 2014, the Offeror conducted a
unified voluntary public tender offer for the acquisition of common shares issued by the
Company, which encompassed: (i) a simple voluntary offering; and (ii) a voluntary tender
offer to acquire control. The unified voluntary public tender offer resulted in the acquisition
by the Offeror of shares representing 48.35% (forty-eight point thirty-five percent) of the
capital stock of the Company. The equity interest of the Offeror, together with their indirect
controlling shareholders, Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy
represented, at the time, 71.94% (seventy-one point ninety-four percent) of the capital
stock of DASA.

9.3

Capital Stock. The capital stock of the Company, fully subscribed for and paid in as of the
date of this Notice of Announcement, is R$2,234,134,819.75 (two billion, two hundred
thirty-four million, one hundred thirty-four thousand, eight hundred and nineteen Reais and
seventy-five centavos), represented by 311,803,015 (three hundred eleven million, eight
hundred and three thousand and fifteen) registered book-entry common shares, without
par value.

9.4

Shareholding. The shareholding of the Company, based on the most recent information
included in the Formulrio de Referncia of the Company as published on the CVM
website on December 11, 2015 was the following:

Shareholder

Shares

Total %

Controlling Shareholders
Edson de Godoy Bueno

37,505,119

12.03

Dulce Pugliese de Godoy Bueno

36,034,265

11.56

Cromossomo Participaes II S.A.

150,769,012

48.35

Treasury Shares

17

Treasury

913,732

0.29

Management
7,626,223

Management (members of the Board of


Directors and Board of Executive
Officers)

2.45

Outstanding Shares
(shareholders holding 5% or more of the outstanding shares)
Oppenheimer Funds, Inc,

31,492,800

10.10

Fundao Petrobas de Seguridade


Social

31,180,302

10.00

Total

Shares

Total %

Total shares held by Controlling


Shareholders and Affiliated persons

224,308,396

71.94

Total shares held by Controlling


Shareholders, Affiliated persons,
Management, and Treasury Shares

232,848,351

Total Outstanding Shares

78,954,664

74.68

Total Shares Sought in the Offer

86,580,887

25.32
27.77

Source: Formulrio de Referncia FRE 2015, version 7, published on CVMs website on December 11, 2015
and consolidated form of traded and owned securities (Article 11 of CVM Instruction 358), published on CVMs
website on December 23, 2015.

18

9.5

Selected Financial Metrics of the Company. The table below contains certain financial
metrics of the Company, based on the quarterly financial information (ITR) as of and for the
three-month period ended March 31, 2015, as of and for the six-month period ended June
30, 2015 and as of and for the nine-month period ended September 30, 2015, and the
standardized financial statements (DFP) for the years ended December 31, 2012, 2013,
and 2014:
(In R$
thousands,
except if
otherwise
indicated)

September
30, 2015

June 30,
2015

March 31,
2015

December
31, 2014

December
31, 2013

December
31, 2012

Paid Capital
Stock

2,234,135

2,234,135

2,234,135

2,234,135

2,234,135

2,234,135

Shareholder
s Equity

2,791,373

2,781,725

2,772,203

2,772,166

2,708,810

2,607,192

Net
(1)
Revenue

2,110,713

1,382,529

655,739

2,697,573

2,487,487

2,264,142

Operating
Income
(1)
(Loss)

123,965

70,175

21,975

248,696

289,492

244,951

Net Income
(1)
(Loss)

19,878

10,188

345

82,647

131,582

84,728

Total
Liabilities

4,831,528

4,817,663

5,055,521

4,609,536

4,691,811

4,272,175

Current
Liabilities

826,146

835,283

866,251

812,059

730,778

400,966

1,214,009

1,200,655

1,417,067

1,025,311

1,252,223

1,264,017

Non-Current
Liabilities
Number of
Shares
Diluted
Income
(Loss) per
(1)
Share
(R$)

311,803,015 311,803,015 311,803,015 311,803,015 311,803,015 311,803,015

0.06396

0.03277

0.00111

0.26576

0.42314

0.27244

(1)

Aggregate information referring to the three-month period ended March 31, 2015, six-month period
ended June 30, 2015, nine-month period ended September 30, 2015, and 12 months for the other periods.
Source: Quarterly Information (ITR) as of and for March 31, 2015, June 30, 2015 and September 30, 2015 and
standardized financial statements (DFP) for the years ended December 31, 2014, 2013 and 2012.

9.6

Financial Statements. The annual and interim financial statements of the Company are
available at the following electronic addresses:
(i)

www.dasa.com.br/ri (in Financial Information at the top of the homepage, click on


Quarterly Reports or Annual Reports, as applicable); and

19

(ii)

www.cvm.gov.br (in Database Query at the homepage, access Brazilian Market


Participants, type Diagnsticos da Amrica S.A. in the search field Name of the
Company and choose Publicly Held Companies in the search field Enter Type of
Participant, and access Financial Statements).

20

9.7

Historical Information on the Trading of Shares. The table below indicates the traded
volumes, quantities and weighted average prices of tradings in the spot market on the
BM&FBOVESPA of the shares of the Company in the last 12 months:
Average Price Weighted Average
Price (R$ per
(3)
(4)
(R$ per share)
share)

Number of Traded
(1)
Shares

Traded Volume
(2)
(R$)

21,400

6,829,569

7.85

8.31

November 2015

609,900

5,426,666

9.20

8.90

October 2015

240,600

2,165,619

8.99

9.00

September 2015

339,500

3,211,394

9.00

9.46

August 2015

310,200

3,070,399

9.71

9.90

July 2015

127,700

1,282,076

10.20

10.04

June 2015

650,900

6,392,191

10.15

9.82

May 2015

1,348,800

12,841,663

9.20

9.52

April 2015

1,398,800

12,907,048

9.98

9.23

March 2015

1,350,800

14,292,523

8.93

10.58

February 2015

113,900

1,244,575

10.62

10.93

January 2015

439,600

4,753,539

11.37

10.81

December 2014

588,300

6,251,677

11.06

10.63

November 2014

705,800

7,192,255

10.48

10.19

October 2014

891,600

9,905,857

10.50

11.11

September 2014

656,200

8,449,685

11.96

12.88

August 2014

572,100

8,085,675

13.81

14.13

July 2014

842,00

12,234,265

14.72

14.53

June 2014

940,500

13,833,469

13.93

14.71

May 2014

3,288,700

46,685,774

14.60

14.20

April 2014

2,938,500

42,386,822

13.13

14.42

March 2014

13,741,100

207,583,310

14.94

15.11

Period
(5)

December 2015

(1)
(2)
(3)
(4)
(5)

Refers to the average daily number of traded shares.


Refers to the average daily traded volume.
Refers to the average daily closing price.
Refers to the average daily weighted average price.
Until December 23, 2015.

Source: Economtica, on December 23, 2015.

According to the figures presented in the table above, the weighted average listing price
(the monthly average price weighted by the respective monthly volume) of the Shares at
the BM&FBOVESPA in the past twelve (12) months is equivalent to R$9.71 (nine Reais
and seventy-one centavos) per share.

9.8

Historical Information on Dividends. In connection with the fiscal years ended


December 31, 2014, 2013, and 2012, respectively, the Company distributed dividends to
its shareholders, subject to the percentage related to the mandatory dividend provided for
in the By-Laws of the Company corresponding to twenty-five per cent (25%) of the
adjusted net income.

21

9.9

Rights of the Shares of the Company. Each common share of the Company entitles its
holder to one vote in general meetings. Pursuant to the By-Laws of the Company and the
Brazilian Corporations Law, holders of shares are entitled to the right to receive minimum
mandatory dividends of at least twenty-five per cent (25%) of the net income of the fiscal
year, subject to deduction of the sum allocated to constitute the legal reserve of the year,
according to the provisions of article 202 of the Brazilian Corporations Law or interim
dividends charged to the profit reserve account existing on the last annual or half-annual
balance sheet. Holders of Shares are entitled, except under certain circumstances
provided by the Brazilian Corporations Law and the By-Laws of the Company, to
participate in future capital increases of the Company, pro rata to their respective interests
held in the capital stock of the Company. Furthermore, in accordance with the Novo
Mercado Rules, the Shares have a tag-along right attached to them, which allows their
holders, upon the sale of a controlling interest, to receive 100% (one hundred percent) of
the amount paid for the shares of the selling controlling shareholder.

9.10

Update of the Registration as Publicly-held Company. The Offeror hereby represents


that the registration of the Company as a publicly-held company is duly updated in
accordance with the provisions of article 21 of Law No. 6.385, dated December 7, 1976, as
amended.

9.11

Risk Factors of the Company. For further information on risk factors relating to the
Company, see the Formulrio de Referncia, particularly items 4. Risk Factors and 5.
Market Risks, available on the following websites:
(i)

www.dasa.com.br/ri (in Other CVM Filings at the top of the homepage, access
Formulrio de Referncia, and click on the most updated version); and

(ii)

www.cvm.gov.br (in Consulta Base de Dados at the homepage, access


Companhias, then access Documentos e Informaes de Companhias, type
Diagnosticos da America and access the Formulrio de Referncia. Click on
Consulta in the last available version, then select under Voc est vendo itens
4. Fatores de Risco and 5. Riscos de Mercado.

9.12

Additional Information Relating to the Company. For further information on the


Company, including its Formulrio de Referncia, Financial Statements, Standardized
Financial Statements (DFP), and Quarterly Information (ITR), see the electronic addresses
indicated in item 12.5 below.

10

INFORMATION RELATING TO THE OFFEROR

10.1

Headquarters. The headquarters of the Offeror is located in the city and State of So
Paulo, at Rua Joaquim Floriano, No. 413, suite 112, part, Itaim Bibi, ZIP Code 04534-011.

10.2

Corporate Purpose. The corporate purpose of the Offeror is to hold interests in the capital
stock of other companies, in Brazil or abroad, in the capacity of equity interest holder or
shareholder.

10.3

History of the Incorporation of the Offeror. The Offeror was incorporated on July 11,
2011, under the corporate name Caicedo Participaes S.A. (Caicedo), which corporate
purpose was to hold equity interests in other companies, whether as controlling
stakeholder or through permanent holding of a relevant stake in their capital stock.
Caicedo was a non-operating company until December 9, 2013, when it was acquired by

22

Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy Bueno. The name of the
company was then changed to Cromossomo Participaes II S.A.

10.4

Capital Stock. The capital stock of the Offeror, fully subscribed for and paid in, as of the
date hereof is R$2,253,912,035.00 (two billion, two hundred fifty-three million, nine
hundred twelve thousand, thirty-five Reais), represented by 2,253,912,035 (two billion, two
hundred fifty-three million, nine hundred twelve thousand, thirty-five) registered book-entry
common shares, without par value.

10.5

Shareholdings. As of the date of this Notice of Announcement, the shareholdings in the


Offeror consists of 99.99% (ninety-nine point ninety-nine percent) of shares held by
Cromossomo Participaes III S.A. (CNPJ/MF n 13.487.195/0001-98), an investment
vehicle entirely owned by Fundo de Investimentos em Participaes Genoma II, indirectly
entirely owned by Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy Bueno.

11

REPRESENTATIONS
INSTITUTION

11.1

Representations of the Offeror. The Offeror hereby represents that:

OF

THE

OFFEROR

AND

THE

INTERMEDIARY

(i)

it is liable for the truthfulness, quality and sufficiency of the information furnished to
the CVM and to the market, as well as for any damages caused to the Company,
its shareholders and third parties as a result of fault or willful misconduct, on
account of any misrepresentation, inaccuracy or omission of any information,
pursuant to the provisions of paragraph 1 of Article 7 of CVM Instruction 361;

(ii)

it is unaware of the existence of any facts or circumstances not disclosed to the


public that may materially affect the results of the Company or the listing price of
the Shares;

(iii)

during the past twelve (12) months, there was no relevant private negotiations with
the Shares between unrelated parties, involving the Offeror or any persons
affiliated to it;

(iv)

since the beginning of the Offer, which occurred on April 27, 2015, the Offeror or its
affiliated persons have not sold, directly or indirectly, shares of the Company, nor
executed derivative transactions referenced in shares of the Company;

(v)

except for the shares described in the table of item 9.4 above, the Offeror and
persons affiliated to it are not, as of the date of publication of this Notice of
Announcement, holders of other securities issued by the Company;

(vi)

the Offeror and the persons affiliated to it are not, as of the date of publication of
this Notice of Announcement, party to any loans, as borrowers or lenders, of
securities issued by the Company;

(vii)

the Offeror and the persons affiliated to it are not, as of the date of publication of
this Notice of Announcement, subject to exposure in connection with derivatives
referenced in securities of the Company;

(viii)

the Offeror and the persons affiliated to it are not, as of the date of publication of
this Notice of Announcement, beneficiaries or party to agreements, preagreements, options, letters of intent, or any other legal acts providing for the
acquisition or disposal of securities of the Company;

23

11.2

(ix)

in the past six (6) months, no agreements, pre-agreements, options, letters of


intent, or any other similar legal acts were entered into between: (i) the Offeror or
persons affiliated to it; and (ii) the Company, its management or Shareholders of
Shares representing more than five percent (5%) of the outstanding shares of the
Company or any other person affiliated to the abovementioned persons; and

(x)

on January 19, 2015, the Secured Fiduciary Sale of Shares Agreement (Contrato
de Alienao Fiduciria de Aes em Garantia e Outras Avenas), duly registered
th
with the 4 Register of Deeds and Documents and Civil Register of Companies of
the Capital (4 Oficial de Registro de Ttulos e Documentos e Civil de Pessoa
Jurdica da Capital) on January 28, 2015, was executed. Pursuant to this
agreement, the total amount of 224,308,396 Shares, of which 37,505,119 were
held by Mr. Edson de Godoy Bueno, 36,034,265 were held by Mrs. Dulce de
Godoy Bueno, and 150,769,012 were held by the Offeror, were sold under a
secured fiduciary sale as guaranty of the faithful, full, and timely fulfillment of the
obligations assumed by Cromossomo Participaes III S.A. (Cromossomo III)
towards the debenture holders under the first issuance of debentures of
th
Cromossomo III, which indenture was duly registered with the 4 Register of
Deeds and Documents and Civil Register of Companies of the Capital (4 Oficial
de Registro de Ttulos e Documentos e Civil de Pessoa Jurdica da Capital) on
January 28, 2015.

Representations of the Intermediary Institution. The Intermediary Institution hereby


represents that:
(i)

it has taken all appropriate caution measures and acted with high standards of
diligence to ensure that the information rendered by the Offeror is true, consistent,
accurate, and sufficient, and shall be liable for any failure of this duty; it has verified
the sufficiency and quality of the information rendered to the market throughout the
whole process of the Offer, which information is required to assist the shareholders
in their decision-making process, including eventual and periodic information of the
Company, and those contained in this Notice of Announcement and the Valuation
Report, as provided for in Article 7, paragraph 2 of CVM Instruction 361;

(ii)

it is unaware of the existence of any facts or circumstances not disclosed to the


public that may materially affect the results of the Company or the listing price of
the Shares;

(iii)

as of the date of this Notice of Announcement, the Intermediary Institution, its


controlling shareholder and the persons affiliated to it did not own nor have under
discretionary management securities issued by the Company or securities or
derivatives referenced in securities issued by the Company or securities issued by
the Company taken or granted in loan transactions; and

(iv)

as of the date of this Notice of Announcement, the Intermediary Institution and its
affiliated persons are not beneficiaries nor parties to any agreement, preagreement, options, letters of intent or other legal act providing for the acquisition
or disposal of securities of the Company.

24

12

ADDITIONAL INFORMATION

12.1

Novo Mercado Delisting. If the conditions of this Offer are duly satisfied, the Shares shall
no longer be traded on the Novo Mercado as of the day immediately after the closing of the
Auction, and shall be traded on the traditional segment of the BM&FBOVESPA.

12.2

Identification of Financial Advisor.


BANCO BTG PACTUAL S.A.
Avenida Brigadeiro Faria Lima, 3,477, 14th floor
Itaim Bibi, 04538-133, So Paulo, SP, Brasil

12.3

Identification of Legal Counsel.


Counsel for the Offeror:
Lefosse Advogados
Rua Tabapu, 1.227
04533-014, So Paulo, SP, Brasil
Tel: (55 11) 3024-6100
Fax: (55 11) 3024-6200
Attn.: Sr. Carlos Barbosa Mello

Counsel for the Intermediary Institution:


Machado, Meyer, Sendacz e Opice Advogados
Avenida Brigadeiro Faria Lima, 3.144, 11th flooor
01451-000, So Paulo, SP, Brasil
Tel: (55 11) 3150-7000
Fax: (55 11) 3150-7071
Attn.: Sra. Eliana Ambrsio Chimenti

Counsel for the Strategic Advisor:


Eskenazi Pernidji Advogados
Av. Atntica, 1130 17th floor
22021-000, Rio de Janeiro, RJ, Brasil
Tel.: (55 21) 3221-7300
Fax: (55 21) 2224-1616
Attn.: Sr. Sergio I. Eskenazi Pernidji and Sra. Cristina Soreth de Pinho Gonalves Mamede

12.4

Authorization by the BM&FBOVESPA. BM&FBOVESPA authorized the conduction of the


Auction in the Electronic Trading System of the Bovespa Segment of BM&FBOVESPA.

12.5

Access to Documents Related to the Offer. This Notice of Announcement, Valuation


Report, and the List of Shareholders of the Company are available to any interested
person (such list of shareholders of the Company shall only be made available to
interested persons who appear at the addresses set forth below and only upon
identification and receipt signed by such interested person, pursuant to item o of Annex II
of CVM Instruction 361. Such list of shareholders of the Company shall not be available on

25

the websites of the Offeror, Company, Intermediary Institutions, BM&FBOVESPA, or CVM)


at the following addresses:
DIAGNSTICOS DA AMRICA S.A.
Avenida Juru, 434, Alphaville, Barueri, So Paulo
www.dasa.com.br/ri
CROMOSSOMO PARTICIPAES II S.A. (Offeror)
Rua Joaquim Floriano, 413, conjunto 112, parte, So Paulo, SP
http://www.mzweb.com.br/opadasa/
INTERMEDIARY INSTITUTION - BANCO BRADESCO BBI S.A.
Avenida Paulista, 1,450, 8th floor, So Paulo, SP
www.bradescobbi.com.br/Site/Ofertas_Publicas/Default.aspx ((i) to access the Notice of
Announcement, select type of offering OPA, search for DASA and then click OPA
DASA; and (ii) to access the Valuation Report select type of offering OPA, search for
DASA and then click Valuation Report).
COMISSO DE VALORES MOBILIRIOS
Rua Cincinato Braga, 340, 2 andar, Centro, So Paulo, SP
Rua Sete de Setembro, 111, 2 andar, Centro de Consultas, Rio de Janeiro, RJ
www.cvm.gov.br (in Consulta Base de Dados at the homepage, access Companhias,
clock on Documentos e Informaes de Companhias, type Diagnsticos da Amrica
S.A. and access access OPA Edital de Oferta Pblica de Aes).
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
Praa Antonio Prado, 48, 2 andar, Centro, So Paulo, SP Diretoria de Operaes
www.bmfbovespa.com.br (click on Services, Auctions, Stock Exchange and, in the first
table of the page, access the View link)

12.6

Documents of the Offer. The shareholders of securities of the Company should carefully
read this Notice of Announcement and other relevant documents related to the Offer,
among which is the statement of opinion of the Board of Directors of the Company,
published by the Offeror or filed with the CVM because these documents contain material
information.

12.7

Relationship between the Offeror and the Intermediary Institution. In addition to the
relationship arising out of the Offer, the Intermediation Agreement and other documents
related to the Offer, the Intermediary Institution entered into with Cromossomo II
Participaes S.A. a financing commitment for the acquisition by the Offeror of the Shares
of the Company, pursuant to a letter dated August 15, 2015. The Offeror engaged, and
may in the future engage, the Intermediary Institution or companies within its economic
conglomerate, to conduct ordinary financial transactions including, without limitation,
investments, issuance of securities, investment banking, market maker, and credit
services, financial advice, or any other financial transactions required for the conduction of
its business. There is no conflict of interests between the Offeror and the Intermediary
Institution that could hinder or limit the necessary independence of the Intermediary
Institution to perform its duties in the Offer.

12.8

Relationship between the Company and the Intermediary Institution. The Company
has commercial relationships with the Intermediary Institution and companies within its
economic conglomerate, including letters of credit, investments, corporate cards and
health insurance. The Company may in the future engage the Intermediary Institution or

26

companies within its economic conglomerate, to conduct ordinary financial transactions


including, without limitation, investments, issuance of securities, investment banking,
market maker, and credit services, financial advice, or any other financial transactions
required for the conduction of its business.

12.9

Financial Advisor. For purposes of this Offer, Banco BTG Pactual S.A. is acting
exclusively as financial advisor of the Offeror. The roles performed by Banco BTG Pactual
S.A. in this Offer shall not be mistaken with or understood as the role performed by the
Intermediary Institution identified in the preamble of this Notice of Announcement, pursuant
to Article 7 of CVM Instruction 361, which is exclusively performed by the Intermediary
Institution.

12.10 Shareholders Residing Outside Brazil. Shareholders residing outside Brazil may be
subject to restrictions imposed by the laws of their countries of domicile regarding the
acceptance of this Offer, participation in the Auction and sale of the Shares. Shareholders
residing outside Brazil shall be fully responsible for complying with applicable local laws.

12.11 Recommendation to Shareholders: Applicable tax law and regulations do not provide for
a specific treatment for proceeds obtained from transactions under the Offer and the
relevant taxation applicable to shareholders/investors (including Investors pursuant to the
Resolution of the National Monetary Council (Conselho Monetrio Nacional) No. 4.373, of
September 29, 2014, that choose this type of investment in Brazil) may be subject to
interpretation of the Brazilian Federal Revenue Office (Secretaria da Receita Federal do
Brasil). Taking into account that shareholders/investors are exclusively responsible for the
payment of any tax levied on their participation in and acceptance of this Offer, they
should, before deciding to accept the Offer and to participate in the Auction, seek the
advice of their legal counsel and tax advisor to verify the legal and tax implications of their
participation in the Offer. The Offeror and the Intermediary Institution shall not be liable for
any legal or tax effects resulting therefrom that negatively affect shareholders/investors.

12.12 Certain statements included in this Notice of Announcement may constitute estimates and
forward-looking statements. The use of any of the following expressions: believe,
expect, can, may, intend, and estimate, and similar expressions aim at identifying
forward-looking statements. However, estimates and forward-looking statements may not
be identified by such expressions. In particular, this Notice of Announcement contains
estimates and forward-looking statements that are related, but not limited to, the procedure
to be followed for completion of the Offer, the time periods of a number of steps to be taken
under the Offer, the action expected from the Offeror, the Company, and certain third
parties, including the Intermediary Institution and the Valuation Report Provider, under the
Offer. Estimates and forward-looking statements are subject to risks and uncertainties,
including, but not limited to, the risk of the parties involved in the Offer failing to promote
the requirements needed for completion of the Offer. Estimates and forward-looking
statements are also based on assumptions that, as the Offeror reasonably considers, are
subject to uncertainties in connection with material businesses and economic and antitrust
aspects. The assumptions of the Offeror contained in this Notice of Announcement, which
may prove to be incorrect, include, but are not limited to, assumptions that capital markets
laws and rules applicable to the Offer will not change before completion of the Offer.
Unless required by law, the Offeror does not assume any obligation to update the
estimates and forward-looking statements contained in this Notice of Announcement.
So Paulo, December 29, 2015.

27

CROMOSSOMO PARTICIPAES II S.A.


Offeror
BANCO BRADESCO BBI S.A.
Intermediary Institution
BANCO BTG PACTUAL S.A.
Financial Advisor
DNA CAPITAL
Strategic Advisor
BEFORE ACCEPTING THE OFFER
READ THIS NOTICE OF ANNOUNCEMENT AND THE VALUATION REPORT CAREFULLY

[ANBIMA LOGO] This public offering (program) has been prepared pursuant to the rules of Regulation and Best
Practices for Public Offerings of Distribution and Acquisition of Securities. Preliminary registration or review of this
Public Tender Offer does not imply any assurance by ANBIMA that the information provided is true nor any
judgement on the quality of the issuer, offeror(s), participant institutions, as well as on the securities to be
distributed. This seal does not imply an investment recommendation.

28