Item 1.01 Entry Into a Material Definitive Agreement.
On
Pursuant to the Agreement, Purchasers will pay an aggregate purchase price of
The completion of the Transactions are subject to closing conditions, including (1) the expiration or termination of the waiting period for each of the ACAMS Transaction and the Becker/OCL Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (2) the absence of any orders or laws making illegal or prohibiting either of the Transactions, (3) subject to certain materiality and other qualifications, the accuracy of the representations and warranties made by Adtalem and each of the Purchasers, respectively, (4) subject to certain exceptions, the compliance in all material respects by each of Adtalem and the Purchasers, respectively, of their obligations under the Agreement, and (5) in the case of each Purchaser's obligations to complete the Transactions, the absence of any Material Adverse Effect (as defined in the Agreement) with respect to the ACAMS Business, in the case of Amber Purchaser, and the Becker Business and the OCL Business, collectively, in the case of McKissock.
The Agreement provides Adtalem with the option, in its sole discretion, to consummate either of the ACAMS Transaction or the Becker/OCL Transaction independently of the other Transaction under certain specified circumstances. If Adtalem elects to consummate one of the Transactions first, then the Agreement shall continue in full force in effect with respect to the other Transaction until the closing, or earlier termination, of the other Transaction in accordance with the terms of the Agreement.
The Agreement contains customary representations, warranties and covenants related to each of the Businesses. Between the date of the Agreement and the completion of the Transactions, subject to certain exceptions, Adtalem has agreed to use reasonable efforts to operate the Businesses in the ordinary course of business consistent with past practice in all material respects and to not take certain actions with respect to the Businesses without the prior written consent of the applicable Purchaser.
The Agreement includes customary termination provisions in favor of Adtalem or
the Purchasers, depending on the reason for termination. Both Adtalem and the
Purchasers have the right to terminate the Agreement if the closing has not
occurred by
Each of
The representations, warranties and covenants of Adtalem in the Agreement have been made solely for the benefit of the Purchasers. In addition, such representations, warranties and covenants (1) have been made only for purposes of the Agreement, (2) have been qualified by confidential disclosures made to the Purchasers in connection with the Agreement, (3) are subject to materiality qualifications contained in the Agreement which may differ from what may be viewed as material by investors, (4) were made as of the date of the Agreement, the closing date or such other date as is specified in the Agreement and (5) have been included in the Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. The Agreement is included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding Adtalem or the Businesses. Investors should not rely on the representations, warranties and covenants or descriptions thereof as characterizations of the actual state of facts or condition of Adtalem or any of its subsidiaries or affiliates or the Businesses. The information concerning the subject matter of the representations and warranties may change after the date of the Agreement. The foregoing description of the Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement attached as Exhibit 2.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Equity Purchase Agreement, by and among McKissock, Amber Purchaser andAdtalem Global Education Inc. , dated as ofJanuary 24, 2022 . 99.1 Press Release, datedJanuary 24, 2022 99.2 Investor Presentation, datedJanuary 24, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 2
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