PSON7 Mar 2011 10:19
Summary
- The boards of directors of Pearson plc ("Pearson") and Education Development International plc ("EDI") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Pearson for the entire issued and to be issued share capital of EDI
- The Offer will be made at a price of 200pence in cash for each EDI Share and values EDI's entire issued ordinary share capital at approximately £112.7 million.
- The Offer Price represents a premium of approximately:
- 61 per cent. to the Closing Price of 124.0 pence per EDI Share on 4March 2011, the last business day prior
to the commencement of the offer period; and
- 73 per cent. to the average Closing Price of 115.6 pence per EDI Share over the three months prior to
4 March 2011.
- EDI is a leading provider of education and training qualifications and assessment services, with a strong reputation for the use of information technology to administer learning programmes and deliver on-screen assessments.
- Pearson believes that the addition of EDI will complement Pearson's existing work-based learning business and will create an enlarged qualifications group offering a comprehensive range of vocational and academic services to the UK and international markets. Pearson believes that its financial resources, international scale and strengths in assessment, publishing and technology will also enhance the offering to EDI's customers.
- The directors of EDI, who have been so advised by Brewin Dolphin, consider the terms of the Offer to be fair and reasonable. In providing their advice, Brewin Dolphin have taken into account the commercial assessments of the directors of EDI. Accordingly, the directors of EDI intend unanimously to recommend that EDI Shareholders accept the Offer, as they have themselves irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings of EDI Shares, amounting in aggregate to 5,523,373 EDI Shares, representing approximately 9.80 per cent. of EDI's existing issued ordinary share capital.
- Pearson has also received irrevocable undertakings to accept the Offer from each of J O Hambro Capital Management Limited, Wynford Dore and Hargreave Hale Limited, amounting in aggregate to 11,618,087 EDI Shares, representing approximately 20.61 per cent. of EDI's existing issued ordinary share capital.
- In aggregate, Pearson has received irrevocable undertakings (including those undertakings from the directors of EDI) to accept the Offer in respect of 17,141,460 EDI Shares, representing approximately 30.41 per cent. of EDI's existing issued ordinary share capital. All of these undertakings remain binding, even in the event of a higher competing offer for EDI, unless the Offer lapses or is withdrawn.
- In accordance with Rule 2.10 of the Code, EDI confirms that there are 56,359,647 EDI Shares in issue, the ISIN number for which is GB