공시 • Mar 31
GASC APF, L.P., certain of its managed or advised funds and Atlantic Park Strategic Capital Parallel Master Fund, L.P. fund managed by Iron Park Capital Partners, LP completed the acquisition of Learning Technologies Group plc (AIM:LTG).
GASC APF, L.P., certain of its managed or advised funds and Atlantic Park Strategic Capital Parallel Master Fund, L.P. fund managed by Iron Park Capital Partners, LP made a cash offer to acquire Learning Technologies Group plc (AIM:LTG) for approximately £790 million on September 27, 2024. GASC APF, L.P., certain of its managed or advised funds and Atlantic Park Strategic Capital Parallel Master Fund, L.P. fund managed by Iron Park Capital Partners, LP reached an agreement to acquire Learning Technologies Group plc (AIM:LTG) on December 4, 2024. Under the terms of offer, buyer is acquiring the entire issued and to be issued share capital of LTG for 100 pence per LTG share with an option for LTG shareholders to elect for an unlisted equity alternative in respect of some or all of their LTG shares (the "Proposal"). The unlisted equity alternative would provide participating LTG shareholders the opportunity to re-invest their shareholding and co-invest in General Atlantic's unlisted acquisition vehicle. As of November 22, 2024, Learning Technologies Group extended the PUSU deadline to December 6, 2024. General Atlantic has confirmed that the due diligence exercise has been concluded.
The Proposal is subject to satisfaction or waiver of a number of pre-conditions, including completion of satisfactory due diligence and agreement of definitive transaction documentation. The Board has considered the Proposal and concluded that the cash value of the Proposal is at a value that the Board would be minded to recommend unanimously to LTG shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the satisfactory resolution and agreement of the other terms of the offer and definitive transaction documentation. The Board has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, an extension to the deadline by which General Atlantic is required either to announce a firm intention to make an offer for LTG to announce that it does not intend to make an offer, until on November 22, 2024. The Revised PUSU Deadline may only be extended with the agreement of LTG. This statement is being made by LTG without the prior approval of General Atlantic. There can be no certainty that a firm offer will be made for LTG nor to the terms on which any such firm offer might be made. The Scheme is expected to become Effective during the first quarter of 2025. As od 15 January 2025, LTG announced that it had reached a view that it was in the best interests of the Company and LTG Shareholders taken as a whole to adjourn the Meetings to provide further time for discussions with LTG Shareholders and to allow LTG Shareholders additional time to consider the Acquisition. The adjourned Court Meeting and the adjourned General Meeting will start on February 6, 2025. As on February 6, 2025, LTG and Bidco are pleased to announce that at the Adjourned Court Meeting and Adjourned General Meeting held earlier today in connection with the Acquisition has approved by majority of LTG Scheme Shareholders. As of March 24, 2025, court has approved the deal. The scheme is currently expected that it will become effective on March 31, 2025.
Nick Harper, Khamran Ali, Bertie Whitehead, Adam Laikin and Lorenzo Carlino of Goldman Sachs International and Nick Westlake, Ben Stoop, Alec Pratt, Tejas Padalkar and Alexander Kladov of Numis Securities Limited acted as financial advisor to Learning Technologies Group. Kush Nanjee, Hugo Baring, Henry Lebus, Michael Gilbert amd Jitesh Jeswani of PJT Partners (UK) Limited acted as financial advisor to Iron Park Capital Partners. Anthony Parsons, Christopher Fincken, Gregory Scott, Bhavin Dixit and Alex Thomas of HSBC Bank plc acted as financial advisor to Iron Park Capital Partners. Dan Schuster-Woldan, Matthew Hearn, Matthew W. Abbott, Neel Sachdev, Eric Wedel, Kanesh Balasubramaniam, Matthew Leist, Nicole Kar, Lindsay Parks and Cian O’Connor and John Patten of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Iron Park Capital Partners. DLA Piper UK LLP acted as legal advisor to Learning Technologies Group. Slaughter and May acted as legal advisor to Andrew Brode and Jonathan Satchell, Chairman and Chief Executive Officer of, and largest shareholders in, Learning Technologies Group plc. Tom Mercer and Darren Phelan of Ashurst LLP acted as legal advisor to PJT Partners (UK) Limited.
GASC APF, L.P., certain of its managed or advised funds and Atlantic Park Strategic Capital Parallel Master Fund, L.P. fund managed by Iron Park Capital Partners, LP completed the acquisition of Learning Technologies Group plc (AIM:LTG) on March 31, 2025.