We at GP Strategies are excited to share exciting news for the future of our company and our journey. Today we announced that GP Strategies has entered into a definitive agreement to be acquired by Learning Technologies Group. We are thrilled for this next step in our company’s long-term growth, and wanted to share some of the opportunities the transaction brings for our valued clients and teams.
By combining with Learning Technologies Group, we will become one of the world’s largest workforce transformation companies, with access to broader product and services offerings, and a larger global footprint to serve a larger client base. This important milestone accelerates our shared vision to be the global leader in workplace transformation, bringing together a unique mix of best-in-class products and services to help our clients and partners build the workforce capabilities they need to prosper now and in the future.
Over the past year, we have focused on launching our new brand positioning as a workforce transformation partner. This acquisition further supports and enhances our workforce transformation positioning that now include enabling learning technologies that are needed to transform workforces and allows us to unlock substantial value and growth opportunities driven by greater scale, diversity and balance across all products and services and geographies.
As always, we remain focused on providing solutions that are designed to improve the effectiveness of organizations by continuing to deliver innovative and superior training, consulting, and business improvement services that are customized to meet the needs of our clients. We’re excited for what the future holds and can’t wait to provide you with further updates on the development of our combined company.
The transaction is subject to certain regulatory and other approvals, and until the deal closes, we are operating as separate companies as usual. When we combine with Learning Technologies Group, which we expect to be later this year, ensuring a smooth integration is our top priority. We expect to continue to go to market as “GP Strategies” even when we’re part of the Learning Technologies Group family but will have a broader offering and geographic footprint.
If you’d like to read more about the details of the transaction, please view our recent press release here.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, GP Strategies will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to GP Strategies’ stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORTED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, and on GP Strategies’ website at www.gpstrategies.com and clicking on the “Investors” link and then clicking on the “SEC Filings” link. In addition, the proxy statement and other documents may be obtained free of charge by directing a request to GP Strategies Corporation, Secretary, 70 Corporate Center, 11000 Broken Land Parkway, Suite 300, Columbia, Maryland, 21044, telephone: (443) 367-9600.
Participants in the Solicitation
GP Strategies and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of GP Strategies in connection with the proposed transaction. Information regarding GP Strategies’ directors and executive officers can be found in GP Strategies’ Form 10-K/A filed on April 30, 2021 and other documents subsequently filed by GP Strategies with the SEC. Additional information regarding the interests of GP Strategies’ directors and executive officers in the proposed transaction will be included in the proxy statement for proposed transaction described above when it becomes available. These documents are available free of charge at the SEC’s website at www.sec.gov and GP Strategies’ website at www.gpstrategies.com.
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (1) conditions to the closing of the proposed transaction, including the obtaining of required regulatory or stockholder approvals, may not be satisfied; (2) the proposed transaction may involve unexpected costs, liabilities or delays; (3) the business of GP Strategies and Learning Technologies Group may suffer as a result of uncertainty surrounding the proposed transaction; (4) the outcome of any legal proceedings related to the proposed transaction; (5) GP Strategies and Learning Technologies Group may be adversely affected by other economic, business, and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (7) the ability to recognize benefits of the proposed transaction; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all; and (10) the risks described from time to time in GP Strategies’ reports filed with the SEC under the heading “Risk Factors,” including, without limitation, the risks described under the caption “Risk Factors” in GP Strategies’ Annual Report on Form 10-K filed on March 12, 2021 and as amended April 30, 2021, and as may be revised in GP Strategies’ future SEC filings. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this current report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. None of GP Strategies or Learning Technologies Group undertakes any obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.