Overview of Keypath Education International, Inc.'s proposed Merger Agreement

Keypath Education International, Inc. (ASX: $KED) has called for a special meeting of stockholders to be held virtually on September 5, 2024, to vote on the proposal to adopt the Agreement and Plan of Merger. The Merger Agreement involves the acquisition of Keypath by Karpos Intermediate, LLC, and Karpos Merger Sub, Inc. The proposed Merger will result in Keypath becoming a privately held company, delisted from the ASX, and deregistered under the Exchange Act.

Executive Commentary on the Merger Agreement

The board of directors and the Special Committee have unanimously recommended that stockholders vote 'FOR' the proposal to adopt the Merger Agreement. The Merger Agreement has been approved by the Special Committee and the Board, and an opinion from BMO Capital Markets Corp. states that the Transaction Consideration is fair from a financial point of view to the Unaffiliated Stockholders. The Majority Stockholder has agreed to vote in favor of the Merger Agreement, and the Majority Stockholder and certain management personnel have entered into rollover agreements with the acquiring entity.

Summary of the Merger Agreement and Outlook

Keypath Education International, Inc. (KED) is actively engaged in discussions regarding a potential merger and has made significant progress in the process. The company has received an updated offer from the Sponsor and has taken steps to ensure compliance with regulatory requirements. The Special Committee and the Board have both recommended the adoption and approval of the Merger Agreement. The proposed Merger will result in Keypath becoming a privately held company, delisted from the ASX, and deregistered under the Exchange Act. Stockholders are encouraged to participate in the special meeting and vote on the proposed items of business.