Inspired Education Holdings Limited entered into an agreement to acquire Wey Education plc (AIM:WEY) from Gresham House Asset Management Limited, Octopus Investments Limited, Canaccord Genuity Wealth Management, and others for £66.4 million on April 1, 2021. The cash consideration is £0.475 per share. If any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable on or after the date of announcement and prior to the Effective Date, Inspired reserves the right to reduce the consideration payable by an amount up to the amount of such dividend and/or distribution and/or return of capital. The acquisition values the ordinary share capital of Wey Education at approximately £70.4 million on a fully diluted basis. The acquisition is intended to be affected by means of a court-sanctioned scheme of arrangement. Inspired intendeds to partner with Wey Education and intends to continue to grow the Wey Education business both nationally and internationally as part of the Combined Group. Accordingly, Inspired intends to conduct a detailed review with Wey Education's management team following the acquisition becoming wholly unconditional, to evaluate how best to integrate Wey Education into the Inspired Group and to consider its strategic options for growth. The consideration will be fully funded through existing cash resources. The price to earnings multiple is approximately 103.3x. It is intended that, upon completion of the acquisition, the Chairman and each of the Non-Executive Directors of Wey Education shall resign from their office as Wey Education Directors. Inspired expects Wey Education employees to continue to play an important role contributing to the success of the Combined Group following completion of the acquisition. Both Inspired and Wey Education are headquartered in the UK and it is expected that, following completion of the acquisition, the UK will remain the base for the Combined Group, with Inspired's headquarters in London becoming the headquarters for the Combined Group. The transaction is subject to the approval of the Scheme by a majority in number of Scheme Shareholders voting at the Court Meeting representing at least 75%. in value of the Scheme Shares voted; the approval by Wey Education Shareholders representing at least 75% of the votes cast of the Special Resolution to be proposed at the General Meeting; the sanction of the Scheme by the Court; and the Scheme becoming Effective by no later than the long stop date. The Wey Education Directors consider the terms of the transaction to be fair and reasonable and intend unanimously to recommend that Wey Education Shareholders vote in favour of the transaction, regulatory and third party approval, No adverse change, litigation, regulatory enquiry. Wey Education Directors who hold approximately 8.17% of Wey Education Shares have irrevocably undertaken to vote in favour of the transaction. Gresham House Asset Management Ltd and the Estate of David Laurence Massie who hold approximately 33.32% of Wey Education shares have irrevocably undertaken to vote in favour of the transaction. Octopus Investments and Canaccord Genuity Wealth Management who hold approximately 11.73% of Wey Education shares have entered into letters of intent to vote in favour of the transaction. In total, Inspired has received irrevocable undertakings and letters of intent to vote in favour of the transaction with respect to approximately 53.21% of the Wey Education shares. The acquisition is currently expected to complete during the second quarter of 2021. Effective Date of the Scheme is May 25, 2021 and implementation date is September 30, 2021. As of May 17, 2021, Shareholders of Wey Education plc approved the transaction. Court has sanctioned the scheme of arrangement on May 24, 2021. All the conditions to the implementation of the scheme have now been satisfied. The scheme will become effective once the court order has been delivered to the Registrar of Companies, which is expected to take place on May 25, 2021. Alexandre Mathé and Yasmine Benkhanouche of N.M. Rothschild & Sons Limited acted as financial advisors to Inspired. Tom Nicholls and David Dowding of Stephenson Harwood LLP acted as legal advisor to Inspired. DAC Beachcroft LLP acted as legal advisor to Wey Education. James Joyce, Chris Savidge, and James Sinclair-Ford of WH Ireland Limited acted as financial advisors and broker to Wey Education Directors. Neville Registrars Limited acted as registrar to Wey Education.