Diagnósticos da América IPO

Initial public offering of Diagnósticos da América S.A. (the "Company") via a issue of 19,016,699 common shares, of which 5,484,187 shares were sold as a primary offering and the remaining 13,532,512 shares were sold in a secondary offering.

The transaction consisted of a simultaneous offering in Brazil, in the form of shares, and abroad, through the sale of American Depository Shares (ADS). Banco UBS S.A. was the lead underwriter in the Brazilian offering and UBS Securities LLC was the global coordinator of the offering. The other Brazilian underwriters were Unibanco ? União de Bancos Brasileiros S.A. and Banco Itau BBA S.A.

An over allotment option of 15% of the offered shares was exercised by the underwriters, which resulted in the increase of the number of shares offered to 21,869,201 shares.

The cost of the transaction was R$ 380.333.980 (approximately US$ 137,413,823), without the over allotment option, and R$ 437.384.020 (approximately US$ 158,025,876) ? with exercise of the over allotment option.

Date of closing was on November 22nd, 2004.

Commenting on the deal, a source from Pinheiro Neto said to Latin Counsel that ?dealing with the large number of selling shareholders (15 in total) was the most difficult part of the transaction?.

Pinheiro Neto Advogados acted as Brazilian lawyers to underwriters through Partner Alexandre Bertoldi and associates Daniela P. Anversa Sampaio Doria , Vânia Marques Ribeiro and Iael Lukower.

Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados acted as Brazilian lawyers to the Company through Partner Sérgio Spinelli Silva Jr. and associates Carlos Barbosa Mello, Jean Marcel Arakawa and Caio Blaj.

Machado, Meyer, Sendacz e Opice Advogados acted as Brazilian counsel to certain selling shareholders through Associates Daniel de Miranda Facó and Fionna Christensen Tsu.

Veirano Advogados acted as Brazilian counsel to certain selling shareholders through Partner Ricardo Camargo Veirano and associate Daniela Mattos Sandoval.

Clifford Chance Rogers & Wells acted as US counsel to underwriters through Partner Sarah Hanks and associate David Butler.

Simpson, Thatcher & Bartlett LLP acted as US counsel to the Company through Partner S. Todd Crider and associates Jaime Mercado and Grenfel S. Calheiros.

Lacaz Martins, Halembeck, Pereira Neto, Gurevich & Schoueri Advogados acted as Brazilian in house counsel to the Company.

Pedro Rocha (Unibanco - União de Bancos Brasileiros S.A.), Simone Ikeda (Banco Itaú BBA S.A.) and Celina Doin (Banco UBS S.A.) were the in-house lawyers working on the transaction.