Inspirit Management Ltd agreed to acquire MThree Corporate Consulting Limited from John Wiley & Sons, Inc. (NYSE:WLY) on January 8, 2024. Under the Purchase Agreement, the purchase price for the Business is a potential maximum amount of up to $62.2 million and will consist of: (i) $10 million in cash (ii) $18.3 million in the form of a loan note. (iii) up to $33.9 million in the form of earnout/contingent payment that may become payable based on the gross profit generated by the Business relative to mutually agreed profit targets during each of the three fiscal years in the period beginning May 1, 2024 and ending April 30, 2027 (the ?

Earnout Period ?).The above (ii) is subject to a customary purchase price adjustment, including for working capital. The transaction is subject to satisfaction of customary closing conditions. It is expected to close in the first quarter of 2024.

Lincoln International and EY acted as financial advisor and Mayer Brown International acted as legal advisor for Inspirit Management Ltd. Rothschild & Co and Centerview Partners acted as financial advisor, and Weil Gotshal & Manges acted as legal advisor to John Wiley & Sons, Inc. (NYSE:WLY).