DLA Piper advises Learning Technologies Group on US$394 million acquisition of GP Strategies

Rhea-AI Summary

Learning Technologies Group (AIM: LTG.L) is set to acquire GP Strategies Corporation (NYSE: GPX) for US$20.85 per share, totaling approximately US$394 million. The deal is subject to regulatory approval, anticipated to close in Q4 2021. Funding will be sourced from a new share placing, raising GBP85 million, and US$305 million in debt financing. This acquisition is expected to enhance LTG's portfolio in digital learning and talent management, addressing long-term growth opportunities in the global marketplace.

Positive

• Acquisition price of US$20.85 per share indicates positive valuation.
• Total transaction value of approximately US$394 million reflects strategic importance.
• Funding through share placement and debt financing could strengthen LTG's capital structure.
• Acquisition enhances LTG's portfolio, creating synergies in digital learning and talent management.

Negative

• Acquisition remains subject to regulatory approval, posing uncertainty.
• Debt financing of US$305 million may increase financial leverage and associated risks.

NEW YORK, July 21, 2021 /PRNewswire/ -- DLA Piper has advised Learning Technologies Group (AIM: LTG.L), a UK-based provider of services and technologies for digital learning and talent management, on its acquisition of GP Strategies Corporation (NYSE: GPX), a US-based global workforce transformation solutions provider.

Learning Technologies Group will acquire GP Strategies for US$20.85 per GP Strategies share in cash, representing a market capitalization of approximately US$394 million. The transaction, which remains subject to regulatory approval, is expected to close in Q4 of 2021. The consideration for the acquisition will be part-funded by a placing of new ordinary shares, which were admitted to trading on July 20, 2021, raising GBP85 million, with the balance being part-funded by up to US$305 million in incremental debt financing (of which US$40 million is to be repaid from GP Strategies' cash shortly after the acquisition) and out of existing cash resources.

The acquisition of GP Strategies by Learning Technologies Group provides a strong complementary offering to LTG's existing portfolio and creates an enhanced holistic proposition for clients to help capture long-term structural growth opportunity in the learning and talent management global marketplace.

The DLA Piper cross-border team was led by Corporate partner Charles Severs in the UK and Jonathan Klein in the US. The team also included partners Victoria Rhodes, Martin Penn and Matthew Christmas, legal director Karin Kirschner, senior associate Alexander Yeramian and associates James Croft and Alex Stone in the UK and partners J.A. Glaccum (Houston), Richard Ashley (Chicago), Brad Jorgenson (Austin), Ignacio Sanchez (Washington, DC), Paolo Morante (New York), Ute Krudewagen (Silicon Valley) and William Bartow (Philadelphia); of counsel Angeline Chen and Nicholas Klein (both of Washington, DC); and associates Melissa Sampson, Clayton Culler, Christine Daya (all of Washington, DC), Kenneth Duncan (New York), Mary Claire Blythe (Baltimore) and Priya Narahari (Philadelphia).

Corporate partner Charles Severs said: "LTG is a driven, focused and very active business and DLA Piper is delighted to have had the opportunity to work with the LTG team on this transaction, advising on the equity, debt and M&A aspects."

"Our strong cross-border team, deep experience in tech sector M&A and broad global platform all contributed to the success of this transaction," said Jonathan Klein, chair of DLA Piper's US Mergers and Acquisitions practice.

With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex cross-border transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 11 consecutive years, according to Mergermarket.

DLA Piper's global Technology sector lawyers work across practice areas and offices to support technology clients – from startups to fast-growing and mid-market businesses to mature global enterprises – doing business around the world.

About DLA Piper
DLA Piper is a global law firm with lawyers located in more than 40 countries throughout the Americas, Europe, the Middle East, Africa and Asia Pacific, positioning us to help clients with their legal needs around the world. In certain jurisdictions, this information may be considered attorney advertising. dlapiper.com

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SOURCE DLA Piper

FAQ

What is the value of the GP Strategies acquisition by Learning Technologies Group?

The acquisition is valued at approximately US$394 million, with a purchase price of US$20.85 per share.

When is the acquisition of GP Strategies expected to close?

The acquisition is expected to close in Q4 of 2021, pending regulatory approval.

How will Learning Technologies Group fund the acquisition of GP Strategies?

The acquisition will be funded through a placing of new ordinary shares raising GBP85 million, and up to US$305 million in incremental debt financing.

What are the strategic benefits of Learning Technologies Group acquiring GP Strategies?

The acquisition enhances LTG's existing portfolio and positions it to capture long-term growth in the learning and talent management market.