Learning Technologies Group plc (AIM:LTG) entered into a definitive agreement to acquire GP Strategies Corporation (NYSE:GPX) from Sagard Capital Partners Management Corp., Sagard Capital Partners, L.P. and others for approximately $390 million on July 15, 2021. Under the agreement, Learning Technologies will acquire GP Strategies for $20.85 per in cash, for an aggregate merger consideration of approximately $394 million. 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. LTG has entered into agreements to obtain equity and debt financing for the transactions contemplated by the Merger Agreement. 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 £85 million ($117.7 million), with the balance being part-funded by up to $305 million in incremental debt financing (of which $40 million is to be repaid from GP Strategies' cash shortly after the acquisition) and out of existing cash resources. LTG expects to continue to go to market with the GP Strategies brand and portfolio of offerings. In case of termination of agreement under certain circumstances, LTG will be required to pay to GP a termination fee equal to $12 million while GP will also be required to pay to LTG a termination fee equal to $12 million.

The transaction is subject to GP Strategies shareholder approval, regulatory clearances, and other customary closing conditions. Completion of the merger is also subject to customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and clearance of the merger by CFIUS. GP Strategies' Board of Directors has unanimously approved the transaction and recommended that the stockholders of the company adopt the merger agreement. The Board of Directors of LTG also approved and declared the advisability of this agreement, the merger and the other transactions contemplated by the agreement. 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. The HSR Waiting Period expired on August 25, 2021. On October 7, 2021, GP Strategies Corporation and LTG received CFIUS Approval. The transaction is expected to be completed during the fourth quarter of 2021. With receipt of CFIUS Approval, and having satisfied all other conditions required prior to closing, the Company and LTG intend to complete the Merger on October 14, 2021.

Jefferies LLC is serving as exclusive financial advisor and fairness opinion provider and Kelly Tubman Hardy and Joseph E. Gilligan of Hogan Lovells serving as legal advisers 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 Charles Severs, Matthew Christmas, Martin Penn. Karin Kirschner, Jonathan Klein, J.A. Glaccum, Richard Ashley, Brad Jorgenson, Ignacio Sanchez, Paolo Morante, Ute Krudewagen, William Bartow, Angeline Chen, Nicholas Klein and Victoria Rhodes of DLA Piper LLP (US) and DLA Piper UK LLP are serving as legal advisors to LTG. Mitesh Patelia and George Lawford of Crowe U.K. LLP acted as financial advisor and due diligence provider to LTG. Covington & Burling LLP acted as legal advisor to GP. Tim Rennie, Michael Neary and Daniel Lau of Ashurst acted as legal advisors to the lenders. Saratoga Proxy Consulting, LLC acted as an information agent for GP Strategies for a fee of $50,000, plus reimbursement of out-of-pocket expenses. GP Strategies has agreed to pay Jefferies for its financial advisory services in connection with the merger a fee based upon a percentage of the transaction value of the merger, which is approximately $8.8 million, $1.0 million of which was payable upon delivery of Jefferies' opinion to the Board, and the remaining balance of which is contingent upon the consummation of the merger.