John Wiley & Sons, Inc 8-K, filed Jan 6, 2020
John Wiley & Sons, Inc. (WLY)
8-K
2020-01-06
For: 2020-01-06
View Original
Added on
April 10, 2026
About this 8-K
John Wiley & Sons, Inc filed this 8-K on January 6, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
(Date of Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 – Regulation FD Disclosure
On January 6, 2020 John Wiley & Sons, Inc. (the "Company"), issued a press release announcing the completion of its acquisition
of MThree from ECI Partners LLP. A copy of the press release is attached as Exhibit 99.1 to this report and is furnished herewith.
The information in this Item 7.01 of this Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This release contains certain forward-looking
statements. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based on a number of assumptions and estimates
that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment
in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market
position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to
protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities and (x) mthree’s forecasted
revenue for calendar year 2019 and projected annual growth rate and (xi) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or
revise any such forward-looking statements to reflect subsequent events or circumstances.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
99.1 - Press Release, dated January 6, 2020
104 - Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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JOHN WILEY & SONS, INC.
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Registrant
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/s/ Brian A. Napack
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Brian A. Napack
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President and
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Chief Executive Officer
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By
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/s/ John A. Kritzmacher
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John A. Kritzmacher
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Chief Financial Officer and
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Executive Vice President, Operations
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Dated: January 6, 2020
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For Immediate Release
Wiley Acquires mthree
IT education and job placement leader
delivers skilled technology talent to the world’s largest corporations
HOBOKEN, N.J.— January 6, 2020 —John Wiley & Sons, Inc. (NYSE:JW-A) (NYSE:JW-B), a global leader in research and education, announced today that it has
acquired mthree from ECI Partners LLP. mthree is a rapidly growing education services provider that addresses the IT skills gap by finding, training and placing job-ready
technology talent in roles with leading corporations worldwide. Under the terms of the agreement, mthree shareholders received approximately $129 million (£98
million) in cash at January 1 closing.
mthree sources, trains, and prepares aspiring students and professionals to meet the skill needs of today’s tech careers, and then places them with some of
the world’s largest financial institutions, technology companies, and government agencies. mthree also works with its clients to retrain and retain existing employees so they can continue to meet the changing demands of today’s technology landscape.
The Company’s revenue for calendar year 2019 is expected to be over $50 million, with a projected annual growth rate of over 20%.
“Wiley is committed to bridging the gap between education output and industry need,” said Brian Napack, President and CEO of Wiley. “The acquisition of mthree
advances Wiley’s leadership in powering the high-demand, high-potential careers that are fueling the global knowledge economy. CEO Alex Headley and his team have built a great company with extremely high customer and client satisfaction -- mthree is
putting people in great IT jobs with great companies, and these people are succeeding. We are very pleased to welcome them to the Wiley family.”
The addition of mthree to Wiley’s Education Services portfolio reinforces Wiley’s commitment to driving outstanding career outcomes by delivering high-quality
education content, platforms and services that target high-demand careers and disciplines. In 2020, there will be over 1.8 million unfilled computer-related job opportunities in the US and EMEA, yet only 100,000 computer science grads, according to
industry statistics. With Gartner reporting a global IT spend of $3.7 trillion, technology is among the most in-demand disciplines for students, professionals, universities and corporations.
"The last five years have seen tremendous growth for mthree. We have been on a journey from a start-up to a global corporation that includes partnerships with
the world’s largest banks and disruptive tech businesses,” said Alex Headley, Chief Executive Officer and Founder, mthree. “Wiley will enable mthree’s strategic growth plans to be realized, helping more graduates navigate the changing world of work
and our clients grow their businesses with the right talent.”
Todd Zipper, President of Wiley Education Services said, “mthree is a terrific company that extends Wiley’s unmatched portfolio of education services right
into the workplace. They effectively eliminate the friction that exists in the labor market when students leave higher education and try to enter the workforce and, in doing so, they create a win-win-win for the university, the corporation and, most
of all, the student.”
Jefferies LLC acted as mthree’s sole financial advisor on this transaction. Addleshaw Goddard LLP acted as legal advisor to ECI Partners LLP, and Osborne
Clarke LLP acted as legal advisor to mthree management.
Additional Information
Contacts
Wiley Investors:
Brian Campbell, +1 201 748 6874
brian.campbell@wiley.com
or
Media:
Lauren Andrich, +1 201 748 5838
landrich@wiley.com
Wiley Investors:
Brian Campbell, +1 201 748 6874
brian.campbell@wiley.com
or
Media:
Lauren Andrich, +1 201 748 5838
landrich@wiley.com
About Wiley
Wiley drives the world forward with research and education. Through publishing, platforms and services, we help students, researchers, universities, and
corporations to achieve their goals in an ever-changing world. For more than 200 years, we have delivered consistent performance to all of our stakeholders. The Company's website can be accessed at www.wiley.com.
About mthree
mthree is supplier of emerging talent, delivering much-needed technology talent to any business that needs new tech talent, or wants to reenergize and reskill
their current teams. Working with a range of clients, from global investment banks to up-and-coming FinTech companies, mthree sources, trains and hires people with in-demand technology skills. They are then embedded, commitment-free, into the
clients’ own teams for up to 24 months, at which point they can be converted into full time employees. In addition to emerging graduate talent, mthree gives its clients access to a more senior global community of trained experts, as well as veterans
and commercially experienced career changers. mthree also offers tailored training for their clients’ existing employees, to enable them to retain their workforce and compete in a rapidly evolving technology landscape.
Forward-Looking Statements
This release may contain certain forward-looking statements. Reliance should not be placed on forward-looking statements, as actual results may differ
materially from those in any forward-looking statements. Any such forward-looking statements are based on a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of
the Company and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the
financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's
educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to
successfully integrate acquired operations and realize expected opportunities and (x) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or
revise any such forward-looking statements to reflect subsequent events or circumstances.