SALT LAKE CITY, February 18, 2020 / PRNewswire / – Instructure (NYSE: INST) announced today that Dan Goldsmith informed the Board of Directors of his intention to step down from his duties as CEO and member of the Board of Directors. Goldsmith will remain with the Company until March 6 to help with the transition. The Company will form a CEO’s office made up of a group of senior executives to lead the company in the interim until a successor can be appointed. The board will hire an executive search firm to assist with its process of assessing candidates for Goldsmith’s succession.
“The Board of Directors is grateful to Dan for his strategic advice and leadership during his tenure with the company,” said Josh coates, executive chairman. “We wish him all the best in his future endeavors.”
During his tenure at Instructure, Goldsmith successfully implemented a strategy that took the company forward beyond $ 250 million full year revenue milestone in 2019. Instructure achieved positive free cash flow for the first time in its history and implemented business plans focused on profitability. Goldsmith also led the acquisitions of MasteryConnect, which provides assessment capabilities within Canvas to support personalized and master’s-based learning, and of Portfolio, the student success network designed to showcase student achievements to employers. potentials.
“It has been a privilege to work with such amazing customers, partners and employees,” said Goldsmith. “Over the past two years, we’ve reoriented the business to focus on innovation, growth and customer success while making the tough, but necessary, decisions to prepare for a bright future.
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Instructure helps people grow from the first day of school to the last day of work. Over 30 million people use the Canvas learning management platform for schools and the Bridge employee development platform for businesses. More information at www.instructure.com.
Additional information and where to find it
Instructure filed with the Securities and Exchange Commission (the “SEC”) a revised definitive proxy statement in Schedule 14A on January 7, 2020 (the “proxy statement”), as well as other relevant documents relating to the proposed transaction. The proxy circular contains important information about the proposed merger and related matters. Investors and holders of Instructure securities are urged to read the entire Proxy Circular carefully, as it contains important information about the proposed transactions. A definitive proxy will be sent to Instructure shareholders to solicit the required shareholder approvals.
Investors and holders of Instructure securities will be able to obtain a free copy of the Proxy Circular, as well as other relevant documents containing information about Instructure and the proposed transactions, including documents which will be incorporated by reference in the Proxy Circular, free of charge, on the SEC’s website (http://www.sec.gov) or Instructure by contacting Instructure’s Investor Relations at (866) 574-3127, by email at [email protected], or by accessing Instructure’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings”.
Participants in the call for tenders
Instructure and certain of its directors, officers and employees may be considered participants in the solicitation of proxies relating to the proposed merger. Information regarding the interests of the directors and officers of Instructure and their ownership of Instructure common shares is set out in Instructure’s annual report on Form 10-K filed with the SEC on February 20, 2019 and Instructure’s proxy statement on Schedule 14A filed with the SEC on April 8, 2019. Further information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed merger, by securities or otherwise, is contained in the proxy circular and other relevant documents to be filed with the SEC in connection with the merger proposal. Free copies of these documents may be obtained, free of charge, from the SEC or Instructure as described in the preceding paragraph.
Notice Regarding Forward-Looking Statements
This communication contains forward-looking information relating to the Company and to the acquisition of the Company. The forward-looking statements contained in this press release include, among other things, statements about the potential benefits of the proposed transaction, Instructure’s plans, objectives, expectations and intentions, the financial condition, results of operations and the activities of Instructure. , and the expected time of closing of the contemplated transaction. Risks and uncertainties include, among others, risks related to Instructure’s ability to complete the proposed transaction on time or not at all, including due to the complexities resulting from the adoption of new accounting statements and implementations of associated system; the satisfaction of the conditions precedent to the completion of the envisaged transaction; Instructure’s ability to obtain regulatory approvals on time or not at all; interruption of the transaction making it more difficult to maintain commercial and operational relations; adverse side effects of the announcement or completion of the proposed transaction on the market price of Instructure’s common shares or on Instructure’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and / or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, price changes, length of the sales cycle and increased competition; customer demand for Instructure’s products; the introduction of new applications and Instructure’s ability to develop and deliver innovative applications and features; Instructure’s ability to provide high quality services and support offerings; Instructure’s ability to develop and expand its sales efforts; regulatory requirements or developments; changes in capital requirements; and other trade effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or sales.
Further information on these risks and uncertainties relating to Instructure can be found in its reports on Forms 10-K, 10-Q and 8-K and in other documents filed by Instructure with the SEC from time to time and available. on www.sec.gov. These documents are available under the SEC Filings section of the Investors section of the Instructure website at https://ir.instructure.com/overview/default.aspx.
The forward-looking statements included in this communication are made only as of the date hereof. Instructure assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
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Ross Lovern, 212-521-4800, [email protected]