notice of announcement tender offer - cromossomo

8/20/2019 Notice of announcement tender offer - Cromossomo

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This Notice of Announcement is a free translation to English of the Edital published in Brazil in the Portuguese languageon December 29, 2015 in the papers Jornal Diário, Comércio, Indústria & Serviços, Valor Econômico and Diário Oficial daUnião. To make an informed decision, shareholders should carefully read the information regarding the tender offercontained in the Edital and any announcements and other documents related to the tender offer that are available on thewebsite 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 arecommendation. You should consult your own counsel, tax and financial advisors as to legal and related mattersconcerning any transaction described herein. This Notice of Announcement does not intend to provide securities valuationstandards to third parties and should not be considered as a recommendation for selling or buying any securities. Nodivestment, 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 Participações II Ltda., Banco Bradesco BBI S.A. nor Banco BTG Pactual S.A., nor any of theiraffiliates make any recommendation as to whether you should accept the terms and conditions of the proposed transaction.

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#4816-0364-2406

NOTICE OF ANNOUNCEMENT OF A VOLUNTARY PUBLIC TENDER OFFER FORTHE ACQUISITION OF COMMON SHARES ISSUED BY

DIAGNÓSTICOS DA AMÉRICA 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 PARTICIPAÇÕES 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 São Paulo,

State of São Paulo, at Avenida Paulista, No. 1.450, 8th

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 PARTICIPAÇÕES II S.A., a corporation with headquarters at Rua Joaquim

Floriano, No. 413, suite 112, part, Itaim Bibi, in the city of São Paulo, State of São Paulo, ZIP Code

04534-011, enrolled with the CNPJ/MF under No. 14.167.188/0001-71 (“Offeror ”), controlling

shareholder of DIAGNÓSTICOS DA AMÉRICA S.A., a corporation with headquarters at Avenida

Juruá, No. 434, Alphaville, in the city of Barueri, State of São 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 eFuturos (“Novo Mercado,” “BM&FBOVESPA ,” and “Novo Mercado Delisting,” respectively),

according to the terms of this Notice of Announcement of Public Tender Offer for Acquisition



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(“Notice of Announcement”) and pursuant to Law No. 6.404, dated December 15, 1976, as

amended (“Brazilian Corporations Law”), the Company’s 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 ”).

1 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 Company’s 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 Offeror’s 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 Company’s 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 Company’s controlling shareholders to approve the Offer for theNovo 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 Company’s Valuation Report, made available by the

Company on its website on the same date. On July 17, 2015, the BM&FBOVESPAsubmitted 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.



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1.4 Legal Basis. This Offer shall be conducted pursuant to Articles 40 and 43 of the

Company’s 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.

2 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 São Paulo on May 14, 2015, under No.

211.566/15-9.

2.2 Absence of Regist rat ion 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 (“ Auct ion”) 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 1st, 2016, including, which is

the date on which the Auction shall take place (“ Auct ion 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 thisOffer on the Auction Date.

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 Restric tion 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,



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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 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.

2.7 Conditions.

2.7.1 Conditions for the Novo Mercado Delisting. On June 8, 2015, the Company’s

extraordinary shareholders’ meeting approved the Novo Mercado Delisting, whichis 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 Company’s 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. (Brasília 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 Company’s

income before income tax and social contribution, taking into account forthis 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 ofBrazil; (b) any war or serious civilian or political disturbance, either in Brazil

or abroad; (c) the occurrence of any natural disaster, such as, earthquakes,



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

damage to the Company and affecting the ordinary course of their

respective businesses;

(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. (Brasília 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 theconditions 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).

2.8 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 thisNotice of Announcement, whichever is longer.



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2.9 Opinion of the Board of Directors of the Company . Pursuant to item XXX of Article 20

of the Company’s 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 ofDirectors, 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.

3 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 threepercent) 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 Company’s

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 Company’s

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 fo r Div idends and Interes t 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



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

period.

3.1.2 Adjustments fo r Reverse Stock Spl its and Stock Spl its. 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 immediatelyprior 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.

4 ELIGIBILITY FOR THE AUCTION

4.1 Appl ication for Eligibi li ty . 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 (“ Appl ication 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:



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(i) Natural Person. Identity Card (RG), evidence of enrollment as a Taxpayer with the

Individual Taxpayer’s 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 copiesof 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 tothe 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 Declaratório Eletrônico – 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 inconnection 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 non-

resident 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.

4.3 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 Facilit y”).

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.



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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 by1:00 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. (São 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:

(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. (Brasília 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. (Brasília 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).

4.3.6 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 businessdays prior to the final date for transfer of shares to the 7105-6 portfolio. Only



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parties to contracts covered by the relevant Shares Sought in the Offer are eligible

to request settlement.

4.3.7 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.

4.4 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.

5 THE AUCTION

5.1 Auct ion Date. The Auction shall occur on the Auction Date, that is, on February 1st, 2016,

at 3:00 p.m., São 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 tooperate in the Bovespa segment of the BM&FBOVESPA (each of them hereinafter

individually referred to as “Brokerage Firm,” and collectively, “Brokerage Firms”).



11

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. (Brasília

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. (Brasília time) of the Auction Date until the beginning of the Auction at 3:00 p.m. (Brasília 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 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. (Brasília time) of the

Auction Date.

5.9 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



12

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

(three) months following the Auction, that is, from February 2nd

, 2016 through May

2nd

, 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

Índice Nacional de Preços 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 ofitems 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

Acqu is it ions ”).

6 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 andSettlement 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.

6.1.1 The financial settlement of the Offer shall be made in a single installment, in three

(3) business days after the Auction Date (“ Auct ion Sett lement 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.

6.2 Author izat ion 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



13

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 Offeror’s 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.

7 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 receivedfor 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 dissenter’s 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 dissenter’s rights to

the holders of the Shares.

8 APPRAISAL REPORT

8.1 Valuation. Banco Itaú 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



14

Article 43 of the Company’s 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 themethods 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

Companies10.34 to 11.44

Market Multiples: Comparable

International Companies13.17 to 14.40

Volume Weighted Average Price perShare: in the past 12 months prior to

the disclosure of the Material Fact of the

Offer (April 25, 2014 to Apri l 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 Avai lab il it y of the Valuat ion 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 Itaú 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.



15

(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 ReportProvider 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 Itaú 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 Company’s 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.



16

(xi) Itaú Unibanco Holding S.A. (“Itaú Unibanco”) represents that it does not have

commercial and credit information of any nature that may affect the preparation of

the Report.

(xii) Itaú Unibanco, through its subsidiary Banco Itaú 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.

9 INFORMATION RELATING TO THE COMPANY

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

(sociedade por ações) with headquarters located at Avenida Juruá, 434, Alphaville, in the

city of Barueri, State of São Paulo, ZIP Code 06455-010, and its corporate purposes are:

(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 oflaboratories 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.

9.2 History of the Company and Development of its Activities. DASA’s history dates back

to 1961, when Dr. Humberto Delboni and Dr. Raul Dias dos Santos founded Laboratório de

Análises Clínicas MAP, in São 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 Laboratório de Análises Clínicas MAP, which corporate namewas changed to Laboratório Clínico Delboni Auriemo S/C Ltda. Subsequently, in 1985 the

corporate name of the Company was changed to “Delboni Auriemo.” As of 1982, DASA



17

began to offer imaging exams in addition to the lab test services then offered (multi-

product) and, in 1996, it built the central laboratory in the city of Barueri, State of São

Paulo. In July, 1999 several investment funds led by Pátria – Banco de Negócios,

Assessoria, Gestão e Participação Ltda. acquired equity interests in the Company and,

together with Dr. Caio Auriemo, such funds started to indirectly control the Companythrough Platypus S.A. and DASA Participações 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, Lâmina, 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 Laboratório Pasteur Patologia Clínica S/S Ltda.;

Laboratório Alvaro S.A., MD1 Diagnósticos S.A. and Laboratório Louis Pasteur Patologia

Clínica S/C Ltda., among others, the Company consolidated its demographic expansion

strategy and strengthened its presence in several States of Brazil. In July 2007, DASAmerged Platypus S.A., DASA Participações S.A. (“DASA Par ”), and Balu 460

Participações 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 informationincluded in the “Formulário de Referência” 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 Participações II S.A. 150,769,012 48.35

Treasury Shares



18

Treasury 913,732 0.29

Management

Management (members of the Board of

Directors and Board of ExecutiveOfficers)

7,626,223 2.45

Outstanding Shares

(shareholders holding 5% or more of the outstanding shares)

Oppenheimer Funds, Inc, 31,492,800 10.10

Fundação Petrobas de Seguridade

Social

31,180,302 10.00

Total Shares Total %

Total shares held by Controlli ngShareholders and Affil iated persons

224,308,396 71.94

Total shares held by Controlli ngShareholders, Aff iliated persons,Management, and Treasury Shares 232,848,351

74.68

Total Outstanding Shares 78,954,664 25.32

Total Shares Sought in the Offer 86,580,887 27.77

Source: “Formulário de Referência” – FRE 2015, version 7, published on CVM’s website on December 11, 2015and consolidated form of traded and owned securities (Article 11 of CVM Instruction 358), published on CVM’s

website on December 23, 2015.



19

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 ifotherwiseindicated)

September30, 2015

June 30,2015

March 31,2015

December31, 2014

December31, 2013

December31, 2012

Paid CapitalStock

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

NetRevenue (1)

2,110,713 1,382,529 655,739 2,697,573 2,487,487 2,264,142

OperatingIncome(Loss) (1)

123,965 70,175 21,975 248,696 289,492 244,951

Net Income(Loss) (1)

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

CurrentLiabilities

826,146 835,283 866,251 812,059 730,778 400,966

Non-CurrentLiabilities

1,214,009 1,200,655 1,417,067 1,025,311 1,252,223 1,264,017

Number ofShares

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

DilutedIncome

(Loss) perShare (1) (R$)

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



20

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

Participants,” type “Diagnósticos da América 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”).



21

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:

PeriodNumber of Traded

Shares (1) Traded Volume

(R$)(2) Average Price

(R$ per share)(3)

Weighted AveragePrice (R$ per

share)(4)

December 2015(5)

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(1) Refers to the average daily number of traded shares.(2) Refers to the average daily traded volume.(3)

Refers to the average daily closing price.(4) Refers to the average daily weighted average price.(5) Until December 23, 2015.

Source: Economática, 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 forin the By-Laws of the Company corresponding to twenty-five per cent (25%) of the

adjusted net income.



22

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 representsthat 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 “Formulário de Referência”, 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

“Formulário de Referência,” and click on the most updated version); and

(ii) www.cvm.gov.br (in “Consulta à Base de Dados” at the homepage, access

“Companhias,” then access “Documentos e Informações de Companhias”, type

“Diagnosticos da America” and access the ““Formulário de Referência.” Click on

“Consulta” in the last available version, then select under “Você está vendo” itens

““4. Fatores de Risco” and “5. Riscos de Mercado.”

9.12 Addi tional Informat ion Relat ing to the Company. For further information on the

Company, including its “Formulário de Referência”, 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 São

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 Participações 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



23

Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy Bueno. The name of the

company was then changed to Cromossomo Participações 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 Participações III S.A. (CNPJ/MF nº 13.487.195/0001-98), an investment

vehicle entirely owned by Fundo de Investimentos em Participações Genoma II, indirectly

entirely owned by Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy Bueno.

11 REPRESENTATIONS OF THE OFFEROR AND THE INTERMEDIARY

INSTITUTION

11.1 Representations o f the Offeror. The Offeror hereby represents that:

(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, pre-

agreements, options, letters of intent, or any other legal acts providing for theacquisition or disposal of securities of the Company;



24

(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 Alienação Fiduciária de Ações em Garantia e Outras Avenças”), duly registered

with the 4th Register of Deeds and Documents and Civil Register of Companies of

the Capital (4º Oficial de Registro de Títulos e Documentos e Civil de Pessoa

Jurídica 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 Participações III S.A. (“Cromossomo III”)towards the debenture holders under the first issuance of debentures of

Cromossomo III, which indenture was duly registered with the 4th Register of

Deeds and Documents and Civil Register of Companies of the Capital (4º Oficial

de Registro de Títulos e Documentos e Civil de Pessoa Jurídica da Capital) on

January 28, 2015.

11.2 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 verifiedthe 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, pre-

agreement, options, letters of intent or other legal act providing for the acquisition

or disposal of securities of the Company.



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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 .


Avenida Brigadeiro Faria Lima, 3,477, 14th floor

Itaim Bibi, 04538-133, São Paulo, SP, Brasil

12.3 Identification of Legal Counsel.

Counsel for the Offeror :

Lefosse Advogados

Rua Tabapuã, 1.227

04533-014, São 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, São Paulo, SP, BrasilTel: (55 11) 3150-7000

Fax: (55 11) 3150-7071

Attn.: Sra. Eliana Ambrósio Chimenti

Counsel for the Strategic Advisor :

Eskenazi Pernidj i Advogados

Av. Atântica, 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 Gonçalves Mamede

12.4 Author izat ion 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



26

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

at the following addresses:

DIAGNÓSTICOS DA AMÉRICA S.A.

Avenida Juruá, 434, Alphaville, Barueri, São Paulo

www.dasa.com.br/ri

CROMOSSOMO PARTICIPAÇÕES II S.A. (Offeror)

Rua Joaquim Floriano, 413, conjunto 112, parte, São Paulo, SP

http://www.mzweb.com.br/opadasa/

INTERMEDIARY INSTITUTION - BANCO BRADESCO BBI S.A.

Avenida Paulista, 1,450, 8th floor, São 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”).COMISSÃO DE VALORES MOBILIÁRIOS

Rua Cincinato Braga, 340, 2º andar, Centro, São Paulo, SP

Rua Sete de Setembro, 111, 2º andar, “Centro de Consultas,” Rio de Janeiro, RJ

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

clock on “Documentos e Informações de Companhias”, type “Diagnósticos da América

S.A.” and access access “OPA – Edital de Oferta Pública de Ações”).

BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

Praça Antonio Prado, 48, 2º andar, Centro, São Paulo, SP – Diretoria de Operações

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

Participações S.A. a financing commitment for the acquisition by the Offeror of the Sharesof 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



27

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 Monetário 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 forany 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 theOffer. 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.

São Paulo, December 29, 2015.



CROMOSSOMO PARTICIPAÇÕES II S.A.

Offeror

BANCO BRADESCO BBI S.A.

Intermediary Institution


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.