LONDON: Inspired Education Online Limited (Bidco) has agreed on a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Wey Education.
The Acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement between Wey Education and the Wey Education Shareholders.
The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Wey Education.
Under the terms of the acquisition, Wey Education shareholders will be entitled to receive 47.5 pence in cash for each Wey Education Share held.
The Acquisition Price represents:
• a premium of approximately 46.2 per cent. to the Closing Price of 32.5 pence per Wey Education Share on 31 March 2021 (being the last Business Day prior to the date of this Announcement);
• a premium of approximately 37.3 per cent. to the volume weighted average price of 34.6 pence per Wey Education Share over the last month to 31 March 2021 (being the last Business Day before the date of this Announcement);
• a premium of approximately 45.3 per cent. to the six month volume weighted average price of 32.7 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement);
• a premium of approximately 70.9 per cent. to the twelve month volume weighted average price of 27.8 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement); and
• an implied price to earnings multiple of approximately 103.3x Wey Education’s adjusted diluted earnings of 0.46 pence per Wey Education Share for the year ended 31 August 2020.
Commenting on the Acquisition, Nadim Nsouli, founder, Chairman and CEO of Inspired and director of Bidco, said: “We are pleased to receive the recommendation from the Board of Directors for the acquisition of Wey Education, a long-term leader in online education with a strong reputation in the UK and international markets.
We believe this represents an exciting development for both Inspired and Wey Education, which will support the Combined Group’s growth nationally and internationally. Wey Education, which is providing a British curriculum education through its online live teaching and learning platform, will now be able to benefit from the support of a global schools group with leading educational experts, strong brand recognition, and premium physical facilities across the globe.”
Commenting on the Acquisition, Barrie Whipp, Chairman of Wey Education said: “Wey Education has grown to be a leader in online education, with the goal of providing a personal learning experience for all its students. We now educate approximately 4,000 students across our two brands, InterHigh and Academy21. We have, in recent years, become aware of Inspired, and fully believe the Inspired team have a deep understanding of the market, and a strong commitment to online education and it has an understanding of the history and importantly, legacy of Wey Education.
The Wey Education Board believes that Wey Education being part of the Inspired Group will be positive for students, staff and teachers that remain with the business. Inspired has made an all-cash offer at a price per share that the Wey Education Board feels it can support and a premium to the current share price that allows shareholders to realise a gain fairly reflecting Wey Education’s future growth opportunities.
Accordingly, the Wey Education Board intends to unanimously recommend the offer by Inspired to Wey Education’s Shareholders to vote in favour of the Scheme. The Wey Education Directors who own shares in the Company have given irrevocable undertakings to Inspired that they will support the offer.”