Pearson Response to Apollo Statement

Pearson notes today’s announcement from Apollo that it is no longer evaluating a possible cash offer for the Company and that it is consequently bound by the restrictions under Rule 2.8 of the City Code of Takeovers and Mergers.

The Board of Pearson confirms that, on 28 March 2022, it received a third proposal from Apollo regarding a possible cash offer for the entire issued and to be issued share capital of the Company at 870 pence per share (the “Proposal Price”). Under Apollo’s proposal, eligible Pearson shareholders would also be entitled to receive the previously announced FY 2021 dividend of 14.2 pence per share which, when taken together with the Proposal Price, represents a total value of 884.2 pence per share (the “Third Proposal”).

The Third Proposal followed two previous proposals from Apollo which were unanimously rejected by the Board of Pearson, as detailed in Pearson’s 11 March 2022 announcement.

The Board of Pearson considered the Third Proposal, together with its financial and legal advisers, and concluded that it significantly undervalued the Company and its future prospects. Accordingly, the Board of Pearson unanimously rejected the Third Proposal.

Pearson’s Board is confident that the direct to consumer, lifelong learning strategy set out by Management in March 2021 will create sustainable, long-term value for Pearson stakeholders. Since becoming Chief Executive, Andy Bird has reorganised and refocused Pearson, successfully launching Pearson+ in July 2021, representing an exciting future for Pearson, with plans in place for engaging more consumers and growing beyond higher education. Pearson is creating the premier digital learning ecosystem for life – a connected consumer and commercial strategy relevant for consumers everywhere, providing a growing global addressable market.

The Company’s Full Year 2021 results in February 2022 demonstrated building momentum as Pearson continues to execute on this new strategic vision. Today, Pearson is a digital first business, with consumer grade products, and the strong progress being seen across the business supports the Company’s outlook for further growth in 2022 and beyond.
https://otp.tools.investis.com/clients/uk/pearson1/rns/regulatory-story.aspx?cid=1433&newsid=1568724

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