Jan 21 (Reuters) - 3P Learning Ltd 3PL.AX :
* ENTERED NON-BINDING TERM SHEET TO PURSUE 3PL AND BLAKE MERGER PROPOSAL
* UNDER TERM SHEET CO WILL ACQUIRE 100% OF EQUITY IN BLAKE IN EXCHANGE FOR 137 MILLION SHARES IN 3PL
* ON COMPLETION, OWNERS OF BLAKE TO HOLD 49.5% OF SHARES ISSUED IN 3PL
* DEAL IMPLIES PURCHASE PRICE OF $185 MILLION ASSUMING $1.35 ISSUE PRICE
* ON COMPLETION OF DEAL, JOSE PALMERO, CURRENTLY CEO OF BLAKE, WILL BECOME INTERIM CEO OF 3PL
* POST TRANSACTION, MATTHEW SANDBLOM, FOUNDER & EXEC CHAIRMAN OF BLAKE, TO JOIN 3PL BOARD AS NON-EXEC CHAIRMAN