LONDON - Learning Technologies Group plc (LTG), a global provider of digital learning and talent management solutions, is set to be acquired by Leopard UK Bidco Limited, an entity owned by funds managed by GASC APF, L.P. and its affiliates including Atlantic Park. The acquisition will be executed via a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
On Monday, LTG announced the publication of a Scheme Document detailing the terms of the acquisition. The document outlines the process for LTG shareholders to approve the transaction, which requires a majority in number representing at least 75% in value of the voting LTG Scheme Shareholders, as well as the passing of a Special Resolution at a General Meeting.
The proposed acquisition follows a trading update by LTG on September 17, 2024, where it estimated its year-end revenue to be between £473 million and £493 million with adjusted EBIT of £86 million to £91 million. However, due to current trading conditions, particularly at GP Strategies (NYSE:GPX), the company now expects adjusted EBIT performance to be at the lower end of this range. LTG also anticipates that ongoing economic and political uncertainties will continue to affect customer decision-making and budgets, which could lead to flat revenue performance in 2025 compared to 2024.
LTG's Independent (LON:IOG) Directors, with financial advice from Goldman Sachs and Deutsche Numis, have unanimously recommended that shareholders accept the cash offer, as they consider the terms to be fair and reasonable. The Independent Directors, excluding Andrew Brode and Jonathan Satchell who have provided irrevocable undertakings to support the acquisition, have formed an independent committee to evaluate the proposal.
The Scheme Document also mentions Alternative Offers available to eligible LTG Scheme Shareholders, though the Independent LTG Directors are unable to make a recommendation regarding these due to the variable impact on individual shareholders. LTG shareholders are advised to seek independent financial, tax, and legal advice before making a decision.
The Court Meeting and General Meeting to approve the acquisition are scheduled for January 16, 2025, with proxy appointments due by January 14, 2025. If approved, the scheme is expected to become effective in the first quarter of 2025.
LTG Shareholders can access the Scheme Document on LTG's website, and hard copies are being sent to shareholders. The information in this article is based on a press release statement.
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