Diagnosticos da America SA : Material fact - CVM Decision - Public Offer

NIRE 35.300.172.507

CNPJ/MF n.º 61.486.650/0001-83

Publicly-held Company

Diagnósticos da América S.A. ("Company" or "DASA") informs, in addition to the information in the material facts disclosed in the past days, that it has received on the date of disclosure of this material fact the copy of an official letter issued by the Brazilian Securities Commission ("CVM") (Ofício/CVM/SRE/GER-1/Nº22/2014) ("Official Letter") addressed to Banco BTG Pactual S.A., the purpose of which is to inform the decision of the Board of Commissioners of the CVM to accept the appeal submitted by Cromossomo Participações II S.A. ("Offering Party"),

pursuant to the wording of the Official Letter attached as Exhibit I hereto.

In view of the position adopted by CVM in the Official Letter, Banco BTG Pactual and/or the

Offering Party are the sole responsible parties for adopting any measures relating with it.

DASA will keep its shareholders and the market duly informed of the evolution of the subjects mentioned by this material fact.

Barueri, January 29, 2014.

Exhibit to the Market Notice Disclosed on January 29, 2014

The content of of this Exhibit does not constitute a statement by Diagnósticos da América S.A. (Free Translation)

OFFICIAL LETTER/CVM/SRE/GER-l/N° 22/2014
Rio de Janeiro, January 29, 2014
To:
Bruno Duque
Banco BTG Pactual S.A.
Ricardo Chamma Lutfalla
BTG Pactual CTVM S.A.
Avenida Brigadeiro Faria Lima, n° 3.477, 14° andar, São Paulo, SP
04538-133 - São Paulo - SP
Banco BTG: (11) 3383-2001 BTG CTVM: (11) 3383-2000
DASA: (11) 4197-5530
Lefosse: (11) 3024-6200 BM&FBovespa: (11) 2565-4067
Regarding: Notification of the decision of the Colegiado of the CVM CVM Proceeding n° RJ-2014-783
Dear Sirs:
We make reference to the dispatches filed here with the CVM on January 24 and 27,
2014, by which the offeror in the voluntary tender offer to acquire common shares issued by Diagnósticos da América S.A. (the "Tender Offer"), as addressed in art. 257 of Law n° 6.404/76 (the "Brazilian Corporations Law"), appealed, with a request of tolling effect, the decision of the Superintendência de Registro de Valores Mobiliários, which disregarded the amendment, published on January 22, 2014, of the public notice of the Tender Offer published on December 23, 2013 (the "Public Notice").
In this matter, we note that the matter was considered by the Colegiado of the CVM on January 27, 2014, and that, given the substance of the above-cited filings, the plea was taken as a request to deem it a single Tender Offer (a "Unified Tender Offer"), under the terms of §2 of art. 34 of CVM Instruction n° 361/02 ("CVM Instruction 361"), with the following purposes: (i) voluntary, under the terms of parts IV of CVM Instruction
361; and (ii) to acquire control, under the terms of part V, both of art. 2 of such
Instruction.
In addition, it was authorized that the auction for the Unified Tender Offer be effected without the Tender Offer as addressed in part IV of art. 2 of CVM Instruction 361being effected within the period included in §1 of art. 12 of CVM Instruction 361, since the period for the Tender Offer to acquire control is already underway, in accordance with the Public Notice; the procedures for both modalities of Tender Offer are compatible; and Tender Offer unification does not harm the offerees.

Exhibit to the Market Notice Disclosed on January 29, 2014

The content of of this Exhibit does not constitute a statement by Diagnósticos da América S.A. (Free Translation)

Accordingly, the Colegiado resolved to approve such request for a Unified Tender Offer, based on the manifestation of this technical department, as substantiated by MEMO/SRE/GER-1/ N° 7/2014.
However, the publication of the amendment to the Public Notice must include the above-referenced terms of the resolution of the Colegiado, supplant the amendment to the public notice published on January 22, 2014, and further, delete reference, in item
1.8.1 of the Public Notice, to §3 of art. 32-B of CVM
Instruction 361, and rather, be guided by §2 of art. 257 of the Brazilian Corporations Law and part III of art. 32 of CVM Instruction 361, in view of it not being a partial Tender Offer.
Under the terms of the above-cited decision of the Colegiado of the CVM, we also note that the period addressed in §1 of art. 12 of CVM Instruction n° 361/02 resumes once
the interested becomes aware of it and that the auction of the Unified Tender Offer shall be effected at least 10 days after the publication of the amendment to the Public Notice.
Finally, we note that the decision of the Colegiado of the CVM on the matter at hand
may shortly be accessed on the CVM's website.
Respectfully,
/s/ [illegible] REGINALDO PEREIRA DE OLIVEIRA Superintendent of Registration of Securities

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