18. The following supplemental disclosure replaces in its entirety the seventh
full paragraph beginning on page 31 of the Definitive Proxy Statement:
On
August 28, 2020, LTG provided an updated acquisition proposal to GP Strategies to acquire GP Strategies for $13.75 per share in cash, which included, among other things, a proposed exclusivity period of six weeks (the August 2020
Proposal). The closing price of GP Strategies common stock on August 27, 2020, the trading day immediately prior to LTGs submission of this proposal, was $9.44 per share. In addition, in
order to extend the duration of the previous non-disclosure arrangement between the parties, LTG and GP Strategies entered into a
further non-disclosure agreement dated September 4, 2020, which contained customary standstill provisions, including a dont ask, dont waive provision, that
would automatically terminate (including the dont ask, dont waive provision) upon the entry by GP Strategies into a definitive acquisition agreement with a third party.
19. The following supplemental disclosure replaces in its entirety the ninth full paragraph beginning on
page 31 of the Definitive Proxy Statement:
On September 15, 2020, the
Board held a meeting to discuss the August 2020 Proposal. The meeting was attended by representatives of Hogan Lovells and Jefferies. During the meeting, Jefferies reviewed with the Board its updated preliminary financial analysis of the LTG
proposal reflecting the proposed $13.75 price per share. After discussion, including with representatives of Jefferies and Hogan Lovells, the Board authorized GP Strategies management to provide a counterproposal for LTGs acquisition of
GP Strategies at $15.75 per share in cash, which GP Strategies management subsequently conveyed to LTG. The closing price of GP Strategies common stock on September 14, 2020, the trading day immediately prior
the day of the Board meeting, was $9.02 per share.
20. The following supplemental disclosure replaces in its
entirety the tenth full paragraph beginning on page 31 of the Definitive Proxy Statement:
On September 21, 2020, LTG provided a revised acquisition proposal to GP Strategies to acquire GP Strategies for $14.50 per share in
cash. The closing price of GP Strategies common stock on September 18, 2020, the trading day immediately prior to LTGs submission of this proposal, was $9.24 per share.
21. The following supplemental disclosure replaces in its entirety the eleventh full paragraph beginning on
page 31 of the Definitive Proxy Statement:
On September 23, 2020, the
Board held a meeting to discuss the revised acquisition proposal from LTG. The meeting was attended by representatives of Hogan Lovells and Jefferies. During the meeting, Jefferies reviewed with the Board its updated preliminary financial analysis
of the LTG proposal reflecting the proposed $14.50 price per share. After discussion, including with representatives of Jefferies and Hogan Lovells, the Board authorized GP Strategies management to provide a counterproposal for LTGs
acquisition of GP Strategies at a price of $15.25 per share in cash, which GP Strategies management subsequently conveyed to LTG. The closing price of GP Strategies common stock on September 22, 2020, the
trading day immediately prior to the day of the Board meeting, was $8.56 per share.
22. The following supplemental
disclosure replaces in its entirety the last paragraph beginning on page 31 of the Definitive Proxy Statement:
On September 28, 2020, LTG provided a revised acquisition proposal to GP Strategies to acquire GP Strategies for $14.80 per share in
cash, which LTG stated was its best and final proposed price per share. The closing price of GP Strategies common stock on September 25, 2020, the trading day immediately prior to LTGs
submission of this proposal, was $9.13 per share.
23. The following supplemental disclosure replaces in its entirety
the third full paragraph beginning on page 32 of the Definitive Proxy Statement:
On October 23, 2020, LTG informed GP Strategies and its advisors that, although it remained interested in a potential strategic
transaction, it would delay further negotiations until GP Strategies had additional clarity on the scope of an SEC investigation regarding GP Strategies revenue recognition related to certain fixed price contracts.
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