MATERIAL FACT

Anhanguera Educacional Participações S.A. ("Company"), in accordance with Article 157, Paragraph 4 of Law 6,404/76 and CVM Instruction 358/02, announces to shareholders and the general market the acquisition of 100% of the capital of Instituto Excelência LTDA., the controlling institution of Juspodium, located in the city of Salvador, in the State of Bahia, on January 11, 2013, through its subsidiary Anhanguera Educacional Ltda. ("Anhanguera Ltda.").

The total value of the transaction was R$18,000,000.00 (eighteen million reais) paid in cash at the time of closing.

Juspodium had in December, 2012, 3.1 thousand students enrolled in graduate and extension programs, in the city of Salvador, Bahia. Juspodium's location is also undergoing an accreditation process with the Ministry of Education in order to start offering undergraduate education programs. In 2013, Juspodium is expected to have R$15.0 million of revenues and R$2.5 million of net income - not considering undergraduate programs yet.

Hence, the acquisition is accretive in terms of multiples (EV/Student of R$5.8k/student, EV/Revenue of 1.2x and P/E13e of 7.2x), and also represents Anhanguera's entry into the largest city in the Northeast Region.

The Company clarifies that has a budget for M&A in 2013 of up to R$40.0 million (including the aforementioned transaction).

In view of the fact that on September 30, 2012, the Company's net book value was R$2.190.100,00 (two billion, one hundred and ninety million, one hundred thousand reais), the acquisition does not constitute a relevant investment for Anhanguera Educacional Participações S.A., in accordance with Item I, Article 256 of Federal Law 6,404/76. However, we clarify that the analysis of the applicability of Item II, Article 256 of Law 6,404/76 depends on the preparation of an appraisal report, which has not yet been concluded. Thus, the Company's shareholders shall be informed in due course whether a resolution taken by the General Meeting will be necessary in order to approve the acquisition, as well as about the possibility that dissenting shareholders exercise the right to withdraw and the conditions for such, in compliance with the provisions in article 256 of Law no. 6,404/76.

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