COLUMBIA, Md., July 15, 2021 /PRNewswire/ -- GP Strategies
Corporation (NYSE: GPX), a global workforce transformation
solutions provider, today announced it has entered into a
definitive agreement to be acquired by Learning Technologies Group
(AIM: LTG.L), a provider of services and technologies for digital
learning and talent management, for $20.85 per GP Strategies share in cash, in a
transaction valued at approximately $394 million. This transaction
represents a premium of 40% over the volume weighted average
closing price of GP Strategies shares over the past 180 days, 30%
over the volume weighted average closing price over the past 60
days and 32% over the closing price on July
14, 2021, the last trading day prior to this announcement.
GP Strategies' Board of Directors has unanimously approved the
transaction.
Together, Learning Technologies Group and GP Strategies will
create one of the world's largest workforce transformation
companies providing solutions to help organizations and their
employees operate more effectively by delivering innovative and
superior training, consulting, and business improvement services
that are customized to meet its clients' needs. This transaction
will also provide GP Strategies access to a larger client base,
broader product and services offerings, and a larger global
footprint, unlocking substantial value and growth opportunities
driven by greater scale, diversity and balance across all products,
services, and geographies.
"This transaction represents a tremendous opportunity for our
customers and our talented employees to work with the global leader
in workplace talent and learning, while providing our shareholders
with a meaningful premium to our existing stock price," said
Adam Stedham, Chief Executive
Officer at GP Strategies. "This combination not only accelerates
our growth strategy, but it will also bolster GP Strategies'
best-in-class platform with complementary products and specialist
services to drive successful and meaningful workforce
transformation for our clients. Together, we will offer a
customized, holistic tool kit to organizations at the forefront of
workplace innovation all around the globe."
Mr. Stedham continued, "This agreement with Learning
Technologies Group is a true testament to the many strengths of our
organization, including our reputation in the industry, technical
expertise and highly qualified workforce. This combination will
position both companies for immediate success and long-term growth
while providing GP Strategies shareholders with immediate and
certain premium value."
"LTG has long admired GP Strategies and has been in regular
contact with their management about a possible combination over the
past few years, said Jonathan
Satchell, Chief Executive of Learning Technologies Group. "I
look forward to welcoming GP's teams and people, who are joining an
exciting journey as we benefit from consolidation of the growing
corporate learning and talent management industry."
The transaction is expected to be completed during the fourth
quarter of 2021, subject to GP Strategies shareholder approval,
regulatory clearances, and other customary closing conditions. Upon
closing of the transaction, GP Strategies will become a division of
Learning Technologies Group and its shares will no longer be listed
on the NYSE. The Company expects to continue to go to market with
the GP Strategies brand and portfolio of offerings.
Sagard Capital Partners Management, GP Strategies' largest
shareholder, supports the transaction and has entered into a voting
and support agreement to vote its shares in favor of the
transaction, subject to customary terms and conditions.
Advisors
Jefferies LLC is serving as exclusive financial advisor and
Hogan Lovells is serving as legal adviser to GP Strategies in
connection with the transaction.
Goldman Sachs International is serving as exclusive financial
advisor, Numis Securities Limited is serving as debt advisor and
DLA Piper is serving as legal advisor to Learning Technologies
Group in connection with the transaction.
About GP Strategies
GP Strategies (NYSE: GPX) is a global workforce transformation
provider of organizational and technical performance solutions.
Gravity's solutions improve the effectiveness of organizations by
delivering innovative and superior training, consulting, and
business improvement services customized to meet the specific needs
of its clients. Clients include Fortune 500 companies, automotive,
financial services, technology, aerospace and defense industries,
and other commercial and government customers. Additional
information can be found at gpstrategies.com.
About Learning Technologies Group
Learning Technologies Group (LTG) is a leader in the high-growth
workplace learning and talent industry. The Group offers end-to-end
learning and talent management solutions, from strategic
consultancy, through a range of content and platform solutions, to
analytical insights that enable corporate and government clients to
close the gap between current and future workforce capability.
LTG is listed on the London Stock Exchange's AIM (LTG.L) and
headquartered in London. The Group
has offices in Europe,
North America, South America and Asia-Pacific.
LTG's businesses, including LEO Learning, Gomo, PRELOADED,
Rustici Software, PeopleFluent, Affirmity, Watershed, VectorVMS,
Instilled, Reflektive, Bridge, PDT Global and Open LMS, are at the
forefront of innovation and best practice in the learning
technology and talent management sectors, and have received
numerous awards for their exceptional performance. Our portfolio of
brands represents the best of breed and is acknowledged throughout
the industry as market leaders.
For more, visit ltgplc.com.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, GP Strategies will
be filing documents with the SEC, including preliminary and
definitive proxy statements relating to the proposed transaction.
The definitive proxy statement will be mailed to GP Strategies's
stockholders in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORTED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents (when they are available) and other
related documents filed with the SEC at the SEC's web site at
www.sec.gov, and on GP Strategies's website at
www.gpstrategies.com and clicking on the "Investors" link and
then clicking on the "SEC Filings" link. In addition, the proxy
statement and other documents may be obtained free of charge by
directing a request to GP Strategies Corporation, Secretary, 70
Corporate Center, 11000 Broken Land Parkway, Suite 300,
Columbia, Maryland, 21044,
telephone: (443) 367-9600.
Participants in the Solicitation
GP Strategies and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
stockholders of GP Strategies in connection with the proposed
transaction. Information regarding GP Strategies's directors and
executive officers can be found in GP Strategies's Form 10-K/A
filed on April 30, 2021 and other
documents subsequently filed by GP Strategies with the SEC.
Additional information regarding the interests of GP Strategies's
directors and executive officers in the proposed transaction will
be included in the proxy statement for proposed transaction
described above when it becomes available. These documents are
available free of charge at the SEC's website at www.sec.gov and GP
Strategies's website at www.gpstrategies.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "intend", "expect", "estimate", "plan",
"outlook" and "project" and other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including:
(1) conditions to the closing of the proposed transaction,
including the obtaining of required regulatory or stockholder
approvals, may not be satisfied; (2) the proposed transaction
may involve unexpected costs, liabilities or delays; (3) the
business of GP Strategies and Learning Technologies Group may
suffer as a result of uncertainty surrounding the proposed
transaction; (4) the outcome of any legal proceedings related
to the proposed transaction; (5) GP Strategies and Learning
Technologies Group may be adversely affected by other economic,
business, and/or competitive factors; (6) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; (7) the ability to
recognize benefits of the proposed transaction; (8) risks that
the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
proposed transaction; (9) other risks to consummation of the
proposed transaction, including the risk that the proposed
transaction will not be consummated within the expected time period
or at all; and (10) the risks described from time to time in
GP Strategies's reports filed with the SEC under the heading "Risk
Factors," including, without limitation, the risks described under
the caption "Risk Factors" in GP Strategies's Annual Report on
Form 10-K filed on March 12, 2021 and as amended
April 30, 2021, and as may be revised
in GP Strategies's future SEC filings. In light of these risks,
uncertainties and assumptions, the future events and trends
discussed in this current report may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. None of GP
Strategies or Learning Technologies Group undertakes any obligation
to revise or publicly release the results of any revision to these
forward-looking statements, except as required by law. Given these
risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
© 2021 GP Strategies Corporation. All rights reserved.
GP Strategies and GP Strategies with logo design are registered
trademarks of GP Strategies Corporation.
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