McGraw-Hill Ryerson Limited (MHR.TO) and McGraw-Hill Global Education Holdings LLC announced that they have entered into a definitive acquisition agreement by which McGraw-Hill Education will indirectly acquire all of the outstanding common shares of McGraw-Hill Ryerson that it does not already own at a price of C$50.00 cash per common share.
McGraw-Hill Education, which is owned by investment funds affiliated with Apollo Global Management LLC (APO), currently indirectly owns approximately 70.1% of the outstanding common shares of McGraw-Hill Ryerson. Following the completion of the transaction, McGraw-Hill Ryerson would be wholly-owned by McGraw-Hill Education.
Investmentaktiengesellschaft für langfristige Investoren TGV, owner of approximately 12.5% of the outstanding common shares of McGraw-Hill Ryerson, has separately entered into an agreement with McGraw-Hill Education to vote its shares in favour of the transaction at a special meeting of McGraw-Hill Ryerson shareholders to be held to approve the transaction.
The proposed transaction price represents a premium of 9.9% over the 90 trading-day volume-weighted average price per share of C$45.51 and 13.9% over the volume-weighted average price per share over the past six months of C$43.90, on the TSX prior to the announcement of the transaction. The transaction values the shares not currently owned by McGraw-Hill Education at approximately C$29.8 million.
The transaction has been approved unanimously by the board of directors of McGraw-Hill Ryerson. In doing so, the board of directors of McGraw-Hill Ryerson determined that the transaction is fair to the shareholders of McGraw-Hill Ryerson (other than McGraw-Hill Education and its related parties) and in the best interests of McGraw-Hill Ryerson and authorized the submission of the arrangement to shareholders of McGraw-Hill Ryerson for their approval at a special meeting of shareholders.
The board of directors of McGraw-Hill Ryerson also has determined unanimously to recommend to McGraw-Hill Ryerson shareholders (other than McGraw-Hill Education and its related parties) that they vote their shares in favour of the transaction.
The transaction will also be subject to certain closing conditions which are customary in transactions of this nature. It is anticipated that the transaction, if approved by shareholders, will be completed by the end of June 2014. As a result of the entering into the transaction, McGraw-Hill Ryerson will not be declaring or paying any dividends prior to the closing of the transaction.
For comments and feedback contact: editorial@rttnews.com
Business News