Transaction Valued at Approximately $3.8 Billion
Laureate Education, Inc. (NASDAQ: LAUR), the world’s leading international provider of higher education, recently announced that it has entered into a definitive agreement under which an investor group will acquire Laureate in an all-cash transaction for $60.50 per share, or an aggregate value of approximately $3.8 billion. The investor group is led by Douglas L. Becker, Chairman and Chief Executive Officer of Laureate, and consists of a consortium including Kohlberg Kravis Roberts & Co. (KKR); Citigroup Private Equity; SAC Capital Management, LLC; SPG Partners; Bregal Investments; Caisse de dÃ©pÃ´t et placement du QuÃ©bec; Sterling Capital; Makena Capital; Torreal S.A.; and Southern Cross Capital.
A special committee of independent directors of the Laureate board of directors recommended the transaction to Laureate’s board. The special committee believed that it was maximizing shareholder value by selling Laureate now at a significant and attractive valuation multiple. The board unanimously approved the transaction. The transaction is expected to close at the end of the second quarter of 2007, subject to shareholder approval and approval under the Hart-Scott-Rodino Act, as well as the satisfaction of customary closing conditions for transactions of this type.
“Laureate is a leader in the international higher education market and I am very proud of the company we have built,” Becker said. “Every day, around the world, 25,000 Laureate employees eagerly help over 240,000 students realize their potential, prepare for successful careers and achieve their dreams. I am pleased to say that our new investors share this passion.
“We see many exciting opportunities ahead for Laureate and we fully intend to keep operating the company as we have in the past. We will remain headquartered in Baltimore and our valued senior management team will be asked to stay on board. We also will continue to provide the same high quality level of service and the wide range of programs our students have come to expect.”
Becker first approached Laureate’s board with a conditional proposal in September 2006. At that time, consistent with its fiduciary responsibilities, the board formed a special committee of independent directors to consider Becker’s proposal and to determine whether to enter into discussions with him. After engaging independent financial and legal advisors, the special committee authorized Becker to begin discussions with other potential financial partners to secure a higher offer.
Subsequently, Becker presented three other offers to the board before the special committee recommended, and the board accepted, the $60.50 per share proposal, which represented a premium of 23% over the closing price of Laureate’s common stock on Thursday, January 4, 2007, the day before the special committee authorized its advisors to begin negotiation of a definitive agreement at a price of $60.50 per share. The $60.50 per share represents a multiple of 33.8x Laureate’s trailing 12-month earnings per share from continuing operations as of September 30, 2006, and a premium of almost 20% over the last 30-day average closing prices of Laureate common stock.
“I am very pleased to be joined by an outstanding group of investors,” Becker said, “many of whom I have known and worked with in the past. These investors are known for partnering with management to help build and grow businesses with sustainable value – they possess extensive international experience, share a long-term view and are capable of investing substantial additional resources.”
The agreement includes a “go shop” provision, allowing the special committee to solicit, receive and evaluate superior proposals over the next 45 days with cooperation from Becker and Laureate management. In accordance with the agreement, the special committee, with the assistance of its independent advisors, intends to actively solicit superior proposals during this period. There is no assurance that the “go shop” provision will result in a higher offer. Laureate and the special committee do not intend to disclose developments with respect to the solicitation process unless and until the special committee and the board have made a decision.
The equity investment for the transaction will be contributed by the investors, including Becker, and debt financing will be provided by Citigroup Corporate and Investment Banking and Goldman Sachs. Morgan Stanley and Merrill Lynch & Co. served as financial advisors to the special committee of Laureate’s board and provided fairness opinions to the special committee. Pillsbury Winthrop Shaw Pittman LLP served as the special committee’s legal advisor and DLA Piper US LLP served as legal advisor to Laureate. Citigroup Corporate and Investment Banking and Goldman Sachs served as financial advisors to Becker and the investor group, and Simpson Thacher & Bartlett LLP and Katten Muchin Rosenman LLP provided legal counsel.
About Laureate Education, Inc.
Laureate Education, Inc. (NASDAQ: LAUR) is focused on providing a superior university experience to over 240,000 students through the leading global network of accredited campus-based and online universities. Addressing the rapidly growing global demand for higher education, Laureate offers a broad range of career-oriented undergraduate and graduate programs through campus-based universities located in Latin America, Europe and Asia. Through online universities, Laureate offers the growing population of non-traditional, working-adult students the convenience and flexibility of distance learning to pursue undergraduate, Master’s and Doctoral degree programs in major career fields including engineering, education, business and healthcare. For more information, please visit our web site, www.laureate-inc.com