REG - Pearson PLC - Response to Apollo Statement

PearsonAnnouncement

30/03/2022 11:00

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RNS Number : 5936G  Pearson PLC  30 March 2022

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 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 30 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, that it
 is no longer evaluating a possible cash offer for Pearson

 Pearson notes today's announcement from Apollo that it is no longer evaluating
 a possible cash offer for the Company and that it is consequently bound by the
 restrictions under Rule 2.8 of the City Code of Takeovers and Mergers.

 The Board of Pearson confirms that, on 28 March 2022, it received a third
 proposal from Apollo regarding a possible cash offer for the entire issued and
 to be issued share capital of the Company at 870 pence per share (the
 "Proposal Price"). Under Apollo's proposal, eligible Pearson shareholders
 would also be entitled to receive the previously announced FY 2021 dividend of
 14.2 pence per share which, when taken together with the Proposal Price,
 represents a total value of 884.2 pence per share (the "Third Proposal").

 The Third Proposal followed two previous proposals from Apollo which were
 unanimously rejected by the Board of Pearson, as detailed in Pearson's 11
 March 2022 announcement.

 The Board of Pearson considered the Third 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 Third Proposal.

 Pearson's Board is confident that the direct to consumer, lifelong learning
 strategy set out by Management in March 2021 will create sustainable,
 long-term value for Pearson stakeholders. Since becoming Chief Executive, Andy
 Bird has reorganised and refocused Pearson, successfully launching Pearson+ in
 July 2021, representing an exciting future for Pearson, with plans in place
 for engaging more consumers and growing beyond higher education. Pearson is
 creating the premier digital learning ecosystem for life - a connected
 consumer and commercial strategy relevant for consumers everywhere, providing
 a growing global addressable market.

 The Company's Full Year 2021 results in February 2022 demonstrated building
 momentum as Pearson continues to execute on this new strategic vision. Today,
 Pearson is a digital first business, with consumer grade products, and the
 strong progress being seen across the business supports the Company's outlook
 for further growth in 2022 and beyond.

 -ENDS-

 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

 Robey Warshaw (Joint Financial Adviser)                                     Simon Warshaw       +44 (0) 207 317 3945

+44 (0) 207 425 8000

 

Goldman Sachs International (Joint Financial Adviser)

Anthony Gutman

+44 (0) 207 774 1000

 

 

Robey Warshaw (Joint Financial Adviser)

Simon Warshaw

+44 (0) 207 317 3945

 

 

 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.

 Robey Warshaw LLP, which is authorised and regulated in the United Kingdom by
 the FCA, is acting as financial adviser exclusively for Pearson and no one
 else in connection with the matters set out in this announcement and will not
 regard any other person as its client in relation to the matters referred to
 in this announcement and will not be responsible to anyone other than Pearson
 for providing the protections afforded to clients of Robey Warshaw LLP, nor
 for providing advice in relation to the contents of this announcement or any
 other matter referred to herein.

 Forward looking statements: Except for the historical information contained
 herein, the matters discussed in this statement include forward-looking
 statements. In particular, all statements that express forecasts, expectations
 and projections with respect to future matters, including trends in results of
 operations, margins, growth rates, overall market trends, the impact of
 interest or exchange rates, the availability of financing, anticipated cost
 savings and synergies and the execution of Pearson's strategy, are
 forward-looking statements. By their nature, forward-looking statements
 involve risks and uncertainties because they relate to events and depend on
 circumstances that will occur in future. They are based on numerous
 assumptions regarding Pearson's present and future business strategies and the
 environment in which it will operate in the future. There are a number of
 factors which could cause actual results and developments to differ materially
 from those expressed or implied by these forward-looking statements, including
 a number of factors outside Pearson's control. These include international,
 national and local conditions, as well as competition. They also include other
 risks detailed from time to time in Pearson's publicly-filed documents and you
 are advised to read, in particular, the risk factors set out in Pearson's
 latest annual report and accounts, which can be found on its website
 (www.pearson.com/corporate/investors.html
 (http://www.pearson.com/corporate/investors.html) ). Any forward-looking
 statements speak only as of the date they are made, and Pearson gives no
 undertaking to update forward-looking statements to reflect any changes in its
 expectations with regard thereto or any changes to events, conditions or
 circumstances on which any such statement is based. Readers are cautioned not
 to place undue reliance on such forward-looking statements.

 

 

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