SYDNEY, AUSTRALIA: Keypath Education is poised to merge with an affiliate of Sterling Partners, marking a major transaction valued at approximately AUD$186.8 million.

The definitive merger agreement will see the Purchaser, formed by Sterling Partners, acquire all outstanding shares of Keypath common stock not already owned by Sterling and its affiliates for AUD$0.87 per share.

This transaction consideration represents a substantial 88.3% premium over the 6-month volume-weighted average price of Keypath’s CHESS Depositary Interests (CDIs), which stood at AUD$0.46 up to May 23, 2024, the last trading day before the announcement.

Founded in 2014, Keypath is a global, market-leading edtech company in the online program management (OPM) market. In collaboration with its university partners, Keypath delivers career-relevant, technology-enabled online higher education programs with the goal of
preparing students for the future of work.

Upon completion, Keypath will become a wholly-owned subsidiary of the Purchaser, leading to its delisting from the Australian Securities Exchange (ASX) and deregistration from the US Securities and Exchange Commission (SEC).

The transaction is subject to customary closing conditions, including approval by a majority of Keypath’s Unaffiliated Stockholders and the absence of any material adverse effects on Keypath.

The Special Committee of Keypath’s Board, led by Chair Diana Eilert and comprising Non-executive Independent Directors, has unanimously endorsed the transaction as fair and in the best interests of Keypath and its Unaffiliated Stockholders. They recommend stockholders vote in favor of the transaction.

Steve Fireng, CEO and Co-Founder of Keypath, expressed confidence in the company’s strategy and growth in key markets, particularly in Healthcare in the U.S. and the APAC region. He anticipates continued evolution in the Education Technology market, presenting both challenges and opportunities.

Avi Epstein, Managing Director of Sterling Partners, reaffirmed their long-term commitment to Keypath, emphasizing the goal to support Keypath’s mission and growth as it transitions to a private company, while also providing stockholders with significant liquidity at a premium.

The transaction is governed by Delaware law, rather than the Australian Corporations Act 2001, and is expected to further solidify Keypath’s position in the rapidly evolving Education Technology industry.