REG - Pearson PLC - Response to Apollo Statement

PearsonAnnouncement

11/03/2022 13:30

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RNS Number : 5400E  Pearson PLC  11 March 2022

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
 INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
 A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 THIS IS AN ANNOUNCEMENT IN RESPONSE TO AN ANNOUNCEMENT BY APOLLO UNDER RULE
 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") ON 11 MARCH 2022.
 THE ANNOUNCEMENT MADE BY APOLLO IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
 MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN
 OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 11 March 2022

 

 Pearson plc

 ("Pearson" or the "Company")

 Response to announcement from Apollo Global Management, Inc. and its
 subsidiaries ("Apollo"), on behalf of certain of its affiliated funds

 Pearson notes the announcement made by Apollo.

 The Board of Pearson confirms that, on 5 November 2021, it received an
 unsolicited, preliminary and highly conditional proposal from Apollo regarding
 a possible cash offer for the entire issued and to be issued share capital of
 the Company at 800 pence per share (the "First Proposal"). The Board of
 Pearson considered the First Proposal, together with its financial and legal
 advisers, and concluded that it significantly undervalued the Company and its
 future prospects, and accordingly unanimously rejected the First Proposal.

 On 7 March 2022, Pearson received a second unsolicited, preliminary and highly
 conditional proposal from Apollo regarding a possible cash offer for the
 entire issued and to be issued share capital of the Company at 854.2 pence per
 share (including the FY 2021 dividend of 14.2 pence per share which has been
 announced but not yet paid) (the "Second Proposal").

 The Board of Pearson considered the Second Proposal, together with its
 financial and legal advisers, and concluded that it significantly undervalued
 the Company and its future prospects. Accordingly, the Board of Pearson
 unanimously rejected the Second Proposal.

 The Board is confident that the lifelong learning strategy set out in March
 2021 will create sustainable, long-term value for Pearson stakeholders and
 that the results for FY 2021 demonstrated the building momentum as Pearson
 executes on this new strategic vision. The Board is also mindful of its
 fiduciary duties in the event that an appropriate proposal is forthcoming.

 There can be no certainty that any offer will be made, nor as to the terms of
 any offer.

 In accordance with Rule 2.6(a) of the Code, Apollo is required, by no later
 than 5.00 pm on 8 April 2022, either to announce a firm intention to make an
 offer for Pearson in accordance with Rule 2.7 of the Code or to announce that
 it does not intend to make an offer for Pearson, in which case the
 announcement will be treated as a statement to which Rule 2.8 of the Code
 applies. This deadline can be extended with the consent of the Takeover Panel
 in accordance with Rule 2.6(c) of the Code.

 This announcement has been made without the consent of Apollo.

 Contacts
 Investor Relations                                                          Jo Russell          +44 (0) 7785 451 266
 Media                                                                       Tom Steiner         +44 (0) 7787 415 891
 Teneo                                                                       Charles Armitstead  +44 (0) 7703 330 269
 Citigroup Global Markets Limited (Joint Financial Adviser and Corporate     Andrew Seaton       +44 (0) 207 986 4000
 Broker)

                                                                             Jan Skarbek
 Morgan Stanley & Co. International Plc (Joint Financial Adviser and         Ben Grindley        +44 (0) 207 425 8000
 Corporate Broker)                                                           Laurence Hopkins
 Goldman Sachs International (Joint Financial Adviser)                       Anthony Gutman      +44 (0) 207 774 1000

+44 (0) 207 425 8000

 

Goldman Sachs International (Joint Financial Adviser)

Anthony Gutman

+44 (0) 207 774 1000

 

 

 

 This announcement is being made on behalf of Pearson by Sally Johnson, Chief
 Financial Officer.

 Important notices relating to financial advisers

 Citigroup Global Markets Limited ("Citigroup"), which is authorised by the
 Prudential Regulation Authority and regulated in the United Kingdom by the
 Financial Conduct Authority and the Prudential Regulation Authority, is acting
 exclusively as financial adviser to Pearson and no one else in connection with
 the matters set out in this announcement and shall not be responsible to
 anyone other than Pearson for providing the protections afforded to clients of
 Citigroup nor for providing advice in connection with the contents of this
 announcement or any other matter referred to herein.

 Morgan Stanley & Co. International plc, which is authorised by the
 Prudential Regulation Authority and regulated by the Financial Conduct
 Authority and the Prudential Regulation Authority in the United Kingdom is
 acting as financial adviser exclusively for Pearson and no one else in
 connection with the matters set out in this announcement. In connection with
 such matters, Morgan Stanley, its affiliates and their respective directors,
 officers, employees and agents will not regard any other person as their
 client, nor will they be responsible to any other person for providing the
 protections afforded to their clients or for providing advice in connection
 with the contents of this announcement or any other matter referred to herein.

 Goldman Sachs International ("Goldman Sachs"), which is authorised by the
 Prudential Regulation Authority and regulated by the Financial Conduct
 Authority and the Prudential Regulation Authority in the United Kingdom, is
 acting exclusively for Pearson and no one else in connection with the matters
 set out in this announcement and will not be responsible to anyone other than
 Pearson for providing the protections afforded to clients of Goldman Sachs nor
 for providing advice in connection with the contents of this announcement or
 any other matter referred to herein.

 Publication on a website

 In accordance with Rule 26.1 of the Code, a copy of this announcement will be
 available on Pearson's website (plc.pearson.com/investors) by no later than 12
 noon (London time) on the business day following the date of this
 announcement. The contents of the website referred to in this announcement are
 not incorporated into, and do not form part of, this announcement.

 Disclosure requirements of the Code

 Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
 any class of relevant securities of an offeree company or of any securities
 exchange offeror (being any offeror other than an offeror in respect of which
 it has been announced that its offer is, or is likely to be, solely in cash)
 must make an Opening Position Disclosure following the commencement of the
 offer period and, if later, following the announcement in which any securities
 exchange offeror is first identified. An Opening Position Disclosure must
 contain details of the person's interests and short positions in, and rights
 to subscribe for, any relevant securities of each of (i) the offeree company
 and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
 a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
 (London time) on the 10th business day following the commencement of the offer
 period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
 business day following the announcement in which any securities exchange
 offeror is first identified. Relevant persons who deal in the relevant
 securities of the offeree company or of a securities exchange offeror prior to
 the deadline for making an Opening Position Disclosure must instead make a
 Dealing Disclosure.

 Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
 or more of any class of relevant securities of the offeree company or of any
 securities exchange offeror must make a Dealing Disclosure if the person deals
 in any relevant securities of the offeree company or of any securities
 exchange offeror. A Dealing Disclosure must contain details of the dealing
 concerned and of the person's interests and short positions in, and rights to
 subscribe for, any relevant securities of each of (i) the offeree company and
 (ii) any securities exchange offeror(s), save to the extent that these details
 have previously been disclosed under Rule 8. A Dealing Disclosure by a person
 to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
 time) on the business day following the date of the relevant dealing.

 If two or more persons act together pursuant to an agreement or understanding,
 whether formal or informal, to acquire or control an interest in relevant
 securities of an offeree company or a securities exchange offeror, they will
 be deemed to be a single person for the purpose of Rule 8.3.

 Opening Position Disclosures must also be made by the offeree company and by
 any offeror and Dealing Disclosures must also be made by the offeree company,
 by any offeror and by any persons acting in concert with any of them (see
 Rules 8.1, 8.2 and 8.4).

 Details of the offeree and offeror companies in respect of whose relevant
 securities Opening Position Disclosures and Dealing Disclosures must be made
 can be found in the Disclosure Table on the Takeover Panel's website at
 www.thetakeoverpanel.org.uk, including details of the number of relevant
 securities in issue, when the offer period commenced and when any offeror was
 first identified. You should contact the Panel's Market Surveillance Unit on
 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
 make an Opening Position Disclosure or a Dealing Disclosure.

 

 

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