Cogna targets full Vasta stake with planned cash tender offer (NASDAQ: VSTA)

Rhea-AI Filing Summary

Cogna Educação S.A. has filed preliminary communications indicating its intention to launch an all-cash tender offer to acquire all outstanding Class A common shares of Vasta Platform Limited that it does not already own.

The planned tender offer would be directed to holders of Vasta’s Class A shares listed on Nasdaq, with full terms to be provided later in a formal offer to purchase on Schedule TO and a related Schedule 14D-9 recommendation from Vasta. The communication stresses that the tender offer has not yet commenced and will only be made where permitted by law, and that investors should carefully read the forthcoming SEC documents before deciding whether to tender their shares.

Insights

M&A and corporate actions analyst

Cogna signals intent to launch an all-cash tender offer for Vasta’s free float, but detailed terms will come in later filings.

Cogna Educação S.A. states it plans an all-cash tender offer for all outstanding Class A common shares of Vasta Platform Limited listed on Nasdaq, excluding shares it already holds directly or indirectly. This points to a potential change in Vasta’s ownership structure, possibly moving it closer to full control by Cogna if shareholders decide to tender.

The communication clarifies that the offer has not yet commenced and provides no pricing, timing, or minimum condition details, so the economic impact for shareholders cannot be assessed from this document alone. It also notes that formal tender offer documents and Vasta’s board recommendation will be filed on Schedule TO and Schedule 14D-9, which will contain the specific terms that determine how attractive the proposal may be.

The text highlights jurisdictional limits, stating the offer will only be made where lawful and that tender materials may not be distributed into prohibited jurisdictions. For investors, the key next milestone will be the effectiveness and mailing of the full tender offer documents and Vasta’s response on Schedule 14D-9, which together will outline the proposed consideration and board view.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

SCHEDULE TO (RULE 14d-100)

Tender Offer Statement
under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 

_________________________

VASTA PLATFORM LIMITED

(Name of Subject Company (Issuer))

COGNA EDUCAÇÃO S.A.  

(Name of Filing Person (Offeror))

Class A Common Shares, par value U.S.$0.00005 per share (Title of Class of Securities)

KYG9440A1094
(ISIN of Class of Securities)

G9440A109
(CUSIP Number of Class of Securities)

Cogna Educação S.A.
Rua dos Guajajaras, No. 591, 4th Floor, Room 1, Bairro de Lourdes,
Belo Horizonte, Minas Gerais, 30.180-101
Brazil
Attention: Frederico da Cunha Villa, Chief Financial Officer

Telephone: +55 (11) 3133-7309

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing persons)

With copies to:

Manuel Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000 

_________________________

* In accordance with General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before commencement of a tender offer.

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☒ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

The pre-commencement communications filed under cover of this Schedule TO (this “Schedule TO”) are being filed by Cogna Educação S.A., a company organized under the laws of the Federative Republic of Brazil (“Purchaser”) in connection with a proposed all cash tender offer (“Tender Offer”) by Purchaser to acquire all of the outstanding Class A Common Shares, par value U.S.$0.00005 per share (the “Class A Common Shares” or the “Securities”) of Vasta Platform Limited, a Cayman Islands exempted company (the “Company”), traded on the Nasdaq Global Select Market (“NASDAQ”), excluding those Class A Common Shares held, directly or indirectly, by the Purchaser.

The Tender Offer has not yet commenced, and this Schedule TO is neither an offer to purchase nor a solicitation of an offer to sell any Company Securities or other securities. If and at the time the Tender Offer is commenced, the Purchaser (and/or one or more of its affiliates, as applicable) intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the Tender Offer, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer. The Purchaser intends to mail these documents to the Company’s shareholders.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.

Such documents, and other documents filed by the Purchaser and the Company, may be obtained without charge after they have been filed at the SEC’s website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the Tender Offer.

THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY COUNTRY OR JURISDICTION IN WHICH SUCH OFFER WOULD BE CONSIDERED UNLAWFUL OR OTHERWISE VIOLATE ANY APPLICABLE LAWS OR REGULATIONS, OR WHICH WOULD REQUIRE THE PURCHASER OR ANY OF ITS AFFILIATES TO CHANGE OR AMEND THE TERMS OR CONDITIONS OF SUCH OFFER IN ANY MANNER, TO MAKE ANY ADDITIONAL FILING WITH ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR TAKE ANY ADDITIONAL ACTION IN RELATION TO SUCH OFFER.

IN ADDITION, THE TENDER OFFER DOCUMENTS, THIS SCHEDULE TO AND RELATED MATERIALS AND ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.

Item 12. Exhibits

Exhibit Number		Description
99.1		Material Fact of Cogna Educação S.A., dated September 15, 2025

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated September 16, 2025				COGNA EDUCAÇÃO S.A.
				By:	/s/ Roberto Valério Neto
					Name:	Roberto Valério Neto
					Title:	Chief Executive Officer

				By:	/s/ Frederico da Cunha Villa
					Name:	Frederico da Cunha Villa
					Title:	Chief Financial and Investor Relations Officer

FAQ

What transaction does Cogna plan involving Vasta Platform Limited (VSTA)?

Cogna Educação S.A. plans an all-cash tender offer to acquire all outstanding Class A common shares of Vasta Platform Limited that it does not already hold directly or indirectly.

Has the tender offer for Vasta Platform Limited (VSTA) started yet?

No. The document explains that the tender offer has not yet commenced. It represents preliminary communications about a proposed offer, with formal tender documents to be filed later.

Which Vasta shares are targeted by Cogna’s planned tender offer?

The planned offer targets Class A Common Shares of Vasta Platform Limited traded on the Nasdaq Global Select Market, excluding those shares already held, directly or indirectly, by Cogna.

What documents will be filed with the SEC for the Vasta (VSTA) tender offer?

Cogna expects to file a Tender Offer Statement on Schedule TO that includes an offer to purchase and related documents, while Vasta will file a Solicitation/Recommendation Statement on Schedule 14D-9.

How can Vasta Platform (VSTA) shareholders access the tender offer documents?

After filing, shareholders will be able to obtain the tender offer materials and related documents free of charge at the SEC’s website at www.sec.gov, and the offer to purchase and related materials may also be obtained from the information agent.

Will the Vasta tender offer be available in all countries?

No. The communication states the tender offer will not be made in any jurisdiction where it would be unlawful or require additional regulatory actions, and that offer materials may not be distributed into prohibited jurisdictions.