Vitru Educação S.A. (BVMF:VTRU3)
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M&A announcement

Aug 24, 2021

Operator

Good morning, and welcome to Vitru's conference call about the definite agreement for business combination with UniCesumar. All participants are connected right now only as listeners. Later on, we will have a Q&A session, and we will give you further instructions. This conference call will be transmitted in Portuguese with simultaneous interpretation into English. Should you need assistance during the call, please ask the help of an operator by dialing star zero. This conference call is being recorded, and it will be made available in the IR site of the company. I would now like to give the floor to Mr. Pedro Graça, Vitru CEO. Mr. Pedro, you have the floor.

Pedro Graça
CEO, Vitru Educação

Good morning, everyone. This is Pedro here. I have here with me Carlos Freitas, our CFO, and Maria Carolina, our IRO. Today is August 24th. It's an important milestone in Vitru's story. We are here to talk about the agreement for the business combination between Vitru and UniCesumar, University of Maringá. About a year ago, we went public with our IPO, and ever since we have searching for tons of M&A possibilities. We looked at the strategic rationale and the potential to create value. Right from the beginning, we stated that we did not want to grow just for growth's sake.

We wanted to look for companies that shared our values, our beliefs, and companies that believe in the power of high-quality education in the life of our students. That is why we are very happy to have found the ideal partner in UniCesumar. This agreement will be a transformation for us. It will consolidate Vitru with the best player in digital education that is growing very fast in Brazil through UNIASSELVI and UniCesumar.

The business also allow us to go into the medicine area, which is a resilient and highly lucrative segment. We are grateful and honored by the trust that the founding families has given us. They founded UniCesumar 30 years ago, and they want to give continuity to their legacy now together with us. I would now like to give the floor to Carlos Freitas, and at the end of this call, we will be available for questions.

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Good morning, everyone. Thank you, Pedro. I imagine that you have the presentation we've made available in our website this morning. We have a PowerPoint presentation available on our website. Now I'm going to move to slide five, the rationale of our business combination. These are important aspects that I wanted to highlight to you.

I'd like to remind you that Vitru, which is listed in Nasdaq, we have quality indicators that are leader in the digital education market. This union with UniCesumar is a clearly disruptive movement. It's an iconic movement, I would say, in the education market in Brazil. We are indeed creating a platform and a unique institution that is leader in distance education in Brazil and also with amazing presence in high-quality education in medicine as well, in health sciences. The important point is that we are now creating a unique player in Brazil and Latin America with a potential of value creation that is very interesting, and we can talk more about this, about the figures of this transaction, the synergies. We clearly see a unique potential in terms of value creation.

A third and important pillar, as Pedro said, is our constant search for M&A opportunities with players that share our business vision, our purpose of taking high-quality education into the lives of Brazilian students. We did find this academic excellence in UniCesumar. For us, they have always been a benchmark. We have always admired their work. It has always been a dream to work together with them, and this is a value proposition that is good for students. Both institutions have high-quality indicators. Regarding governance, we did a business combination, which is quite interesting. We signed this yesterday in the city of Maringá. The current shareholders at UniCesumar will now hold 23.6% of Vitru's shares post-deal, so they will be shareholders. Some members of the Matos family that now are responsible for the business, they will go on with their presence.

Wilson Matos, the dean, will still be in the board. He will be the vice president of our board. Then we have Weslley Silva, who will also remain in the board. He is the current head of institutional relations, and William Matos will be our co-CEO. So we are looking at a structure that will preserve the successful strategy that UniCesumar has had throughout the years. This is a legacy, an important legacy, and we clearly see the culture, the joy, and the special aspect, the motivation that we see at UniCesumar, which we will now preserve into the future through this strategic process. Let me give you a little bit more color about UniCesumar. We are now on slide seven, and here you see a bit of UniCesumar's story.

It was founded over 30 years ago, and it has been led by the Matos family ever since it was founded. Professor Wilson Matos and his children. It started growing quite a lot in digital education after there was a change in Brazilian regulation. It was already growing, but after the change in regulation, it grew even further. According to the last census of the Ministry of Education in Brazil, it is the INEP census. The most recent one was made public one year ago. In higher education for digital education in Brazil, the institution that grew the more last year was UNIASSELVI, and in second place, we had UniCesumar. So we are bringing together the two players that grow the fastest in digital education in Brazil. UniCesumar also has a series of special features that are very important also for UNIASSELVI and Vitru regarding technology.

Through time, we clearly see a concern in delivering a high-tech and high-quality product for students. This is an institution, a large institution that is very important in digital education and in higher education as a whole. The union of these two groups will create this unique player in the market. On slide eight, you see some more figures about UniCesumar. To the left-hand side, you see that they have, a ctually, these are December numbers. 760 hubs, including some abroad. In Maringá yesterday, we announced that UniCesumar has reached 800 hubs. So growing throughout Brazil and the profile in terms of geography is very interesting for us because it adds new areas to our portfolio. They have five in-person campuses, four in the state of Paraná in the south of Brazil, and a new one now, which also has a Vitru Medicine course.

They are the sixth largest Brazilian university group for in-person education, 17,000 students. Sixth largest Brazilian university group as a whole, 16,000 students in person, 314,000 distance learning students. Currently, they have 348 seats in their medicine course and an additional 50 medical seats are being analyzed by the Ministry of Education in Brazil and a CAGR of almost 50% a year in their student number. Just like we see with Vitru, most of these hubs are hubs in maturation that are still maturing. They have been open for two or three or four years. In late 2020, 760 hubs, and just yesterday, as I mentioned, they announced that they reached 800 hubs. Moving on to slide nine, I wanted to highlight the main special aspect of UniCesumar, which is the quality of their education services.

UniCesumar, just like UNIASSELVI, has the maximum rating at the Ministry of Education, MEC, which is CI 5. They have an IGC, a corporate governance index that is 4 for 10 consecutive years. This is quite rare and important indicator in this industry. Remaining with an IGC of 4 for 10 consecutive years is a rare thing. We have the IDD, which is the student development score. It measures the impact in students. It shows the evolution throughout the course. The average IDD or student development score for UniCesumar is of 3.75, and this is 40% above market average, and it is even higher than ours at Vitru, which is 3.3, which is also above market average. UniCesumar ranks amongst the five best institutions in Brazil. Over 80% of their professors have Master's or a PhD.

It is clearly a high-quality education with the best quality educators in digital education and also education as a whole. I am mentioning digital education because that is where we have most students.

On page 10, we have some highlights on technology, an important pillar. Technology has always been a key pillar in the academic model as well, and with the learning structure in a very modern, up-to-date model and structure with a methodology that is student-centric, learner-centric. It is not just about the platform, but it is also the management of the company, retention and prevention, reactive action technology, seeking to engage learners and to provide student satisfaction throughout the journey. On slide 11, we have news for Vitru Medicine, the medical seats. Today, UniCesumar has 348 medical seats, as mentioned earlier, and they have roughly 1,600 students enrolled in the medical course. It is still maturing. There is a natural growth curve in Corumbá. They have a new course, and we have this natural maturation process over time.

Moreover, the expectation is for, in up to two to three years' time, we will have over 150 seats approved for medicine. There's a strong potential for maturation medical courses. It is actually a unique course when it comes to ticket, to retention. Once again, in this regard, in this medical course, UniCesumar, it ranks higher than the competition. It's among the 10% of the medical courses in Brazil with the best educational standards. It's a 11: 1 ratio in terms of applicants per seat. Therefore, it is a huge opportunity for us. I should say, we are still assessing and considering the strategic approach for the medical course. The medical course was not actually something Vitru was focusing on.

We have always focused on digital education, so we are pursuing and will continue to pursue over the next month medical courses, which will actually, of course, be part of our offerings. We're looking at how. At the structure, if it remains as it is or whether it should grow going forward and accelerate and deleverage the company. We're still considering this approach. We don't have a firm position for the time being, but it's a very interesting opportunity as soon as we have all the conditions approved for the deal. On slide 12, financial performance is also strong. Continued growth, EBITDA margin, the adjusted EBITDA margin, net revenue and net income. To give you an overview of our financial performance. Last year, our revenue reached BRL 731 million. The adjusted EBITDA for UniCesumar, as reported and audited, BRL 254 million in adjusted EBITDA.

We also identified some adjustments to be made to meet with our accounting standards, comply with our accounting standards. Of course, we can share more details on that and in our opinion today, and this is to be confirmed later with continuing a further due diligence with UniCesumar with the integration. In our view, the adjusted EBITDA for 2020 is slightly lower to BRL 147 million. That is, the EBITDA margin is 33.8%. Net income is also quite robust last year, reaching BRL 183 million. It's a deal that is accretive for us today. This is a snapshot for today. We have, of course, we're going to talk about the synergy we have, but the company per se, UniCesumar, has a solid and interesting financial performance and a growing financial performance.

On slide 13, it's interesting to show that we have a highly complementary footprint with our hubs, once again, focusing on digital education. It's interesting because both institutions have similar sizes. They're similar in size, 740 hubs. In our case, UniCesumar, 117 total. In Brazil, 775. Similar in size. If you break this down by region or by state even, we can see that they are complementary. It's seamless or perfect, so to speak, both from the southern portion of Brazil, one in Maringá, and we are here in Florianópolis. You can see that Vitru is very strong in Santa Catarina and Rio Grande do Sul states, and has a minor presence in the state of Paraná. UniCesumar, in turn, is very strong in Paraná state and has a smaller footprint in Santa Catarina and Rio Grande do Sul.

Half of the hubs are in Paraná, where Vitru is small today. If you consider, we've always said that our frontiers for growth in Brazil are in the Southeast. Vitru had a strong growth in the southern part of Brazil, historically has operated and with growing in the North and Northeast and Midwest, and now also looking at the Southeast of Brazil. UniCesumar, their largest region where they operate is precisely the Southeast portion of Brazil, with over 300 hubs of UniCesumar. In addition with Vitru, we become the region with the highest number of hubs, especially in São Paulo, where Vitru is still small, considering the market size. UniCesumar has 163 hubs or did. This was last December. By December, 164 hubs. We are very complementary.

Vitru is very strong in the North and Northeast, with a strong presence in the states of Pará, Ceará, where UniCesumar is not so present. We have different profiles that complement one another, and this will bring much synergy in terms of sales, commercial synergy. I would like to share more details on the deal itself, the transaction. On slide 15, we have the big numbers here, the main figures from both institutions. Vitru with 329,000 students. UniCesumar, 331,000, quite similar, very aligned. This dates back to March, 635,000 students in distance education, 660,000 students in total. A player with a different scale. Over 1,500 hubs. As mentioned yesterday, UniCesumar has 800 hubs. So now over 1,500 hubs throughout Brazil. They are complementary. Net revenue over the past 12 months, April 2020 to March 2021, going from BRL 1.3 billion, going up to BRL 1.3 billion.

The adjusted EBITDA amounts to BRL 418 million and growing over time. Once again, LTM. This is until March, by March. Tomorrow, by the end of the day, Vitru is going to disclose the second quarter figures. On slide 16, we also have a snapshot looking at our peers after once the deal is closed. This new institution, the new Vitru, will become the third-largest player in Brazil in number of students, number of enrollments, and the second-largest player in digital education, distance learning. Once again, we do not simply want to grow for growth's sake. It is not just for growth's sake. We want to grow with quality, and we are very proud to say that we have grown over time here and with UniCesumar providing quality products and offerings. On slide 17.

I would like to spend more time on this slide because there are high amounts here, high stakes on the table. We have synergy, commercial synergy in terms of cost as well, cost synergy. Let us try to break this down. Looking first at costs and expenses. There are different levers, value levers in these synergies. Let us bear in mind that higher education, quality higher education is a scale business. Therefore, we have already mapped this opportunity. We have hired a consulting company that is assisting us during the due diligence mapping phase. The preliminary synergies that have been identified in terms of cost and expenses alone. For example, in 2024. In three years' time, we are looking at BRL 110 million- BRL 130 million per year in costs and expenses.

If you cut out the inflation, looking at this year's figures, the range amounts to BRL 150 million per year. This annually, we would estimate that the synergies cost and expenses would have a current value above BRL 1 billion. This clearly shows to be, well, we have great synergy. This has scale. As soon as the deal is approved, we expect by early next year to begin to implement these synergies to reap results. In three years' time, by 2024, we will have a range of BRL 110 million- BRL 120 million annually. Where do the synergies come from, and costs and expenses from different fronts? Content, information systems technology, which is used in both companies and will be, of course, boosted and leveraged all the initiatives we both have.

The beauty is that these synergies result from companies that are growing, components that are growing. Part of the synergy, the gains in margin results not from hiring people over time, but rather, and this is a key point here, it is a deal between two players that are growing. We are seeking for positive synergy. This is just for expenses and costs that have been mapped throughout the last four or five months. Also, there are countless synergy possibilities in the commercial side, which are still not accounted for. Include cross-selling, for instance. These are the other bullets in this slide. We have several bullets in this slide explaining these synergies. Currently, we have over 600 cities where there is either one single hub of UNIASSELVI or UniCesumar. 600 cities where we have the potential of taking both brands which are not present yet.

This is amazing cross-selling potential. Another example is that currently UniCesumar offers a little over 60 courses. That is more potential to generate commercial synergies to accelerate revenue growth. All this information allows us to state that this deal is going to generate a lot of value for everyone involved. On slide 18, we have some details about the deal. Here we have a lot of information, but let us take it easy here. They have an enterprise value of BRL 3.2 billion. A net debt is of BRL 78 million. The equity value is of BRL 3.15 billion. That is March values. The multiple, the EV/EBITDA ratio, considering LTM until March, that is of 12.4, which is lower than ours at Vitru. Considering all these synergies and the growth of both companies, we expect a multiple of 6.7 in 2023 and 5.7 in 2024.

That is for the EV/EBITDA ratio. What is the structure like? 62.9% of equity value is in cash at closing, and we expect this to happen early next year. We depend on the antitrust authority's approval in Brazil, but we did our homework, and we expect to have this approval early next year. 17.7% will be paid one year after closing, 12 months after closing, and around 20% will be in Vitru's new shares. Current shareholders of UniCesumar will own 23% of Vitru. To finance these cash commitments, we have secured a firm credit line with a top-notch full of banks, for an amount of BRL 1.95 billion. It is a five-year financing. We have strong cash generation. This cash, plus the growth of companies through time, will allow us to deleverage over time. We are quite confident about that as well.

Regarding earn-out to non-compete, we have a potential for an additional 50 seats in Vitru Medicine and BRL 1 million per seat approved within 36 months after closing. There is an earn-out of up to BRL 50 million for the Matos family executives. This is in the clauses of the contract connected to performance. There is a non-compete agreement with the Matos family at BRL 180 million. This is a five-year non-compete agreement after closing. Of course, this is subject to the approval of the antitrust authority, and we are expecting an approval early next year. On page 19, this is how the structure would like. The family will have 23%. Then we have the private equity funds, Carlyle, Neuberger Berman. They will have 56%, and a free float is around 20%.

On page 20, we designed this governance in order to have the best of both worlds. This governance is already at international standards, Nasdaq standards, with independent board members. We also count now on the experience of the Familia Matos, of the Matos family in our board and in this new Vitru structure. Here we share several public accolades and recognitions in terms of education quality coming from different stakeholders such as our collaborators, social sustainability indicators, and we are very proud to share these with you. On slide 22, we are about to wrap up and open for questions. This is a disruptive movement. We found the ideal partner to join us. This is a game-changing transaction for this industry. Two companies with a very similar culture, a very highly digital culture, connected on purpose.

We have the goal of taking high quality education for the whole of Brazil. Our footprint is highly complementary, and there is huge synergy potentials in terms of cost, expenses, and commercial synergies, generating value for everyone involved. A structure that will allow us to deleverage through time. Thank you all very much. We are very happy with this transaction. I think this is a very important step, a milestone for Vitru. Now I would like to open for questions.

Operator

Thank you. We now start the Q&A session. If you would like to ask a question, please type star one. If you want to remove your question from the list, you can dial star two. Our first question comes from Mr. Victor from Goldman Sachs.

Speaker 4

Good morning, everyone. Congratulations on this transaction. I have two questions. First one, when we think about commercial synergies, would you highlight any main differences in the way you operate in terms of digital education or in your target audiences or in the mix of courses between UniCesumar and Vitru? I do not know if the average ticket comes or differences come from geography or positioning differences. The second question I have, would you consider a follow-on of shares to deleverage faster and maybe increase liquidity of this transaction? Thank you.

Pedro Graça
CEO, Vitru Educação

Good morning, Victor, and thank you for your question. I am going to start with education model. Yes, these are two very high level and high quality teaching methods. We have our model with local tutors, and in-person presence. UniCesumar, they also have a model that is very close to students. It is a special model. They have webcast classes, meetings with consultants, and they have a hands-on part, laboratories.

Their model is more digital than ours. Yes, there is a difference in the target audience. We attract a different target audience, and this is great, actually. UniCesumar, because they are a little bit more independent, it's a higher income bracket, I would say. The ticket is higher. The average spending is higher. Of course, this varies according to region. We know this is very much connected to the region they focus on. That's the concept, I would say. They focus on a more digitalized audience, higher income bracket than ours. Regarding the follow-on, Carlos Freitas will take that question.

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Good morning, and thank you for your question. Yes, this is a possibility. We designed this credit line so as not to rely necessarily on a follow-on. Yes, this could be a possibility to accelerate our deleveraging and to bring more liquidity. For the time being, however, there's nothing in that direction.

Speaker 4

Thank you very much.

Operator

Next question comes from Yan Cesquim from BTG Pactual.

Yan Cesquim
Analyst, BTG Pactual

Good morning, everyone. I have two questions. The first, I'm going to piggyback on Victor's question. What are the other deleveraging alternatives? What are you thinking for this deleveraging agenda? What other alternatives? Second question is the timetable of this transaction. How long will it take to have CADE or antitrust approval? When will integration actually begin? This consultancy company, is it working already in the consolidation of the two operations? I wanted to learn a little bit more about the timeline. Thank you.

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Thank you, Yan. Regarding leveraging. We have a target leveraging at cruise altitude, which is 2 or 2.5 net debt EBITDA. Through time, we will deleverage because of the very growth of both companies and cash generation, of course.

We are constantly saying that it is not enough to generate EBITDA or revenue. We need cash. We are constantly trying to show you our figures and how we generate cash, and they also have strong cash generation at UniCesumar. Through time, this will allow us to slowly deleverage. The credit line was negotiated as to allow for a three and half years maturity time. So it's not a short-term process. We will have time to deleverage the company over time. Regarding integration and the integration process, of course, CADE, the antitrust authority, they will give the final word, and we don't know how long that will take. Looking at similar deals, however, we expect that the deal will be closed early next year in about five or six months' time. When we looked at the Ânima deal, that's how long it took.

Since our profiles are quite complementary, we do not expect any complications on that front. Of course, the final word comes from CADE. Looking at other deals, we are thinking about five or six months. Integration can only start after closing, of course. What we can do now is to prepare this integration process. We are already hiring a top-notch consultancy company to help us prepare this integration before CADE approval. All operations, of course, will remain separate and independent. We have a dream team with limited access to the other company, but we will prepare this integration so that we can start to implement synergies as soon as we can and grow together.

Yan Cesquim
Analyst, BTG Pactual

Thank you.

Operator

Next question comes from Javier Martinez from Morgan Stanley.

Javier Martinez
Analyst, Morgan Stanley

Thank you, Carlos. I have two questions. The first is about synergies. The margin is quite high, 34% over Vitru's margin. I wanted to learn a bit more about what we can do with the BRL 110 million, BRL 130 million you mentioned, Carlos. When we include these BRL 110 million a year in the model, the margin reaches about 40% in 2023, and I was wondering whether this is a reasonable commercial level. 40%, is this compatible with the competitive scenario if you look at larger companies? You were competing with smaller companies in the past. Is this compatible with the trend that we see in terms of prices in the market? This is my first question.

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Thank you, Javier. The synergies that we have in terms of costs and expenses, yes, around BRL 110 million, BRL 130 million in 2024. Not just from the classical DNA, from back office, but also in the technology and content front. This figure is the figure of the synergy of both companies, not just from UniCesumar.

Together, we expect to generate synergy of around BRL 110 million, BRL 130 million. It does not mean that three years from now, UniCesumar will reach a 40% margin. Both companies together will improve their margins in an amount between BRL 110 million and BRL 130 million.

Javier Martinez
Analyst, Morgan Stanley

I do not know if my calculation is wrong, but the consolidated adjusted margin is around 40% in 2023 for this new company, and that is what I see as implicit in the guidance you are doing. It seems to me quite a high standard, or do you think this is feasible, or maybe my calculation is wrong.

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Actually, in the mid-term, considering that Vitru today has a 29% margin and growing, UniCesumar has a 34% margin and growing, and both will have synergies. I do believe it is possible. It is feasible. And why is it feasible? Considering the unique products we provide. We have the different student engagement approach, which is unique, and therefore, if we actually show students we have quality products at an attractive price, this is a product that, yes, will go up to a 40% margin in the mid-run for both companies together. Today we have Vitru's 29%, UniCesumar 34%, but with the synergy, it is feasible and attainable.

Javier Martinez
Analyst, Morgan Stanley

Perfect. Thank you, Carlos. The second question I would like to ask.

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Pardon, Javier, if I may, I would like to add the following. Actually, this player, the new Vitru, will focus strongly on digital education with higher margins. And UniCesumar today, medicine represents 20% of their revenue today with their analysis, as you know.

So this player, Vitru plus UniCesumar, will also be stronger in digital education with higher scores and also will be a key player in medical courses and will have a very low hedge with declining margins. Maybe it would be more fair to make this comparison, to compare apples with apples. This company is very strong in digital education and medicine.

Javier Martinez
Analyst, Morgan Stanley

Perfect. Excellent. Carlos, I remember back at the time of the IPO, you talked about UniCesumar, and you had this spark in your eyes. And it is something you have been considering for a long time now, right? I would ask you, why now? Why have you actually considered entering into the deal now and not in the past?

Pedro Graça
CEO, Vitru Educação

Hello, Javier. This is Pedro here. It is actually a combination that is built on trust with the family from both sides, actually. And it's something that we have been building over the years. It's not something that can happen in one or two months time. It's a process we've been building for four years now. Getting to know each other better. We actually respect each other very highly. The brand, the Matos family name, they also know who we are. They relate to our purpose. Therefore, it has been a process that we've built over time, and we are making this announcement today, and we're very happy to make the announcement today. It didn't start four months ago. It started earlier than that.

Javier Martinez
Analyst, Morgan Stanley

Perfect. Thank you very much. It would be interesting to maybe, if you could bring one of the members of the Matos family to the meeting, maybe the CEO. Thank you to both of you, Carlos and Pedro.

Pedro Graça
CEO, Vitru Educação

Thank you, Javier.

Operator

We have a question from William Brandt, Credit Suisse.

William Brandt
Analyst, Credit Suisse

Good morning to everyone. Thank you, Pedro and Carlos, for the opportunity. I would like to ask two questions, if I may. One about the synergy, focusing on the geographical region, if the geography can be used, and how it would be used to build synergy, although yes, both players operate throughout Brazil. Also, I'd like to know if there's redundancy in the over 1,500 hubs of both companies combined. Second question, would you say there is any kind of risk related to working capital, considering UniCesumar has a financial retention issue that you mentioned on slide 10? Could you maybe share more on how this program is operating?

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Okay. Let us begin with answering the second question. We didn't say they have a retention problem at UniCesumar. Actually, step two on slide 10 indicates what the process consists of, because it's a process.

What the student retention process consists of, it's something that, of course, is part of the operation of every company. They have technology costs that are high. They have a predictive approach. They actually have preventive measures, anticipation, a forecast, a prediction. After that, they take preventive measures whenever they're closer to a given situation that is going to take place. After that, they become reactive. But when it comes to retention, I would say it is as good as ours, as sturdy as ours at Vitru. In regards to the footprint, the geographical footprint, I would say that on slide 13, we have broken it down by region and states. You can see that, yes, we are present throughout Brazil at different proportions.

We have a smaller participation in Paraná, in the southeastern portion of Brazil, regions or states where UniCesumar is stronger, has a stronger presence. A huge presence, I should say. They are smaller in Pará and Ceará, where we are stronger. Therefore, we complement one another in terms of footprint, and that's really important. We've done our homework and looked at the different municipalities. We have made a municipality assessment. We've gone down to that level. Yes, we're also complementary there. In cities where we are present today, we have 600 cities with only one hub, either from UNIASSELVI or UniCesumar. Therefore, we have the synergy, the commercial synergy to bring a second brand to these cities, these municipalities, and to grow faster in those cities. There's a great potential for cross-selling there.

On top of that, UniCesumar today has 63 undergraduate courses in digital education, and we provide 150 digital courses so that we have interesting offerings for different target audiences. As Pedro said, UniCesumar is more online-oriented. We have, of course, the local courses. You have different income groups. Our income groups are somewhat lower. So we are looking at different student profiles. With these two powerful brands, strong brands that can actually appeal and engage students, we will be able to expand and grow even further.

Pedro Graça
CEO, Vitru Educação

I would add the following. If you look backwards, UNIASSELVI and UniCesumar are the fastest-growing institutions when it comes to digital education. They rank first and second with a minor difference. Thanks to their partner networks. It is something we have learned to work on. We have been operating in the distance education sector for many years.

We have the expertise, and this is a competitive advantage we both have. Yes, we can also work through partners we have in our networks to actually boost and foster other networks, support other networks through those partners. That will also be an important advantage.

William Brandt
Analyst, Credit Suisse

Excellent. Thank you, Carlos and Pedro.

Pedro Graça
CEO, Vitru Educação

Thank you.

Operator

Our next question is coming in through the webcast from Rodrigo Cunha. Could you tell us from the 314,000 students in digital education, how many are undergraduate and graduate students, and also mention if the growth rates are different in both areas, undergraduate and graduate courses, if there is a difference in terms of relevant tickets in both undergraduate and graduate courses?

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Thank you, Rodrigo, for your question through the webcast. From the 314,000 students last March in digital education, 48,000 in graduate courses, 266,000 in undergraduate education. The average ticket is, in fact, somewhat below ours. Theirs are below ours. If you compare apples to apples, if you could compare pairs to pairs. In undergraduate, they would have BRL 40. Ours is BRL 70, but very close, the average ticket. In graduate courses, we are lower. The average ticket is around BRL 100 per month. It is lower because it is 100% digital online. In undergraduate, it is at BRL 240. That is the average ticket. That is the monthly tuition fee students pay over four years. If I may. Our growth has been very strong, both in the undergraduate and graduate courses.

Operator

Our next question is from Mr. Lucca Marquezini from Itaú BBA. Hello, Lucca? You may proceed, Lucca. Our next question is coming in through the webcast from Luis Garcia. What will the payments from non-compete, the BRL 180 non-compete be made, and what is the interest rate of the financed part?

Carlos Freitas
CFO and Investor Relations Officer, Vitru Educação

Thank you, Luis, for your question. Yes, they were going to pay cash at closing. As mentioned earlier, we have the schedule, the timetable, and we cannot actually disclose the rates now, but it is a predictive rate over five years, and I am sure it will strike you. It will surprise you.

Operator

I'd like to remind you all that if you want to ask questions, you have to type star one. Please hold as we wait for more questions. I'd like to remind you that if you'd like to ask questions, please type star one. If there are no further questions, we finish the Q&A session of this call. I'd now like to give the floor to Pedro Graça and Carlos Freitas for their final remarks. Please, you have the floor.

Pedro Graça
CEO, Vitru Educação

Thank you all very much. This is indeed a milestone in our story. We are very happy. We know the size of the challenge we have ahead of us. We are prepared for that, and we are structuring ourselves. The challenge is not that large due to the confidence we have, the cultural alignment we have with UniCesumar. Throughout the years in our conversations, everything was very clear and very easy, and we saw clearly that this was the best way to go forward. William by our side.

Operator

Ladies and gentlemen, please hold. Ladies and gentlemen, please remain on the line. Ladies and gentlemen, I'd like to inform you that this conference call is finished. We thank you for your participation.