SALT LAKE CITY, January 9, 2020 / PRNewswire / – Instructure (NYSE: INST) today announced the expiration of the 35-day go-shop period pursuant to its previously announced definitive merger agreement with Thomas bravo, LLC. During this period, which began the December 4, 2019 and expired at 11:59 p.m. PT to January 8, 2020, Instructure and its advisors have actively solicited alternative acquisition proposals from third parties. To date, no party has submitted an alternative proposal to acquire Instructure.
Under the direction of the Instructure Board of Directors, representatives of JP Morgan, Instructure’s financial advisor, have extensively solicited and contacted third parties who Instructure and JP Morgan believe may be interested in a possible alternative transaction, approaching a total of 24 potential buyers during the visit. shopping period to determine their interest in exploring a potential transaction with Instructure, including 9 parties with whom Instructure discussed a potential strategic transaction prior to the signing of the merger agreement. Instructure and its financial advisor have engaged with a total of 55 parties regarding a possible transaction.
Although the Company has entered into the full go-shop process, under the terms of the merger agreement with Thomas bravo which was negotiated by the Board, any party may still submit a superior proposal for consideration until such transaction closes. Under the terms of the agreement, Instructure has a customary “no-shop” arrangement that limits its ability and that of its representatives to solicit alternative acquisition proposals from third parties or to provide them with confidential information.
The transaction with Thomas bravo is not subject to a funding condition and is expected to close in the first quarter, subject to the satisfaction of customary closing conditions, including foreign regulatory approvals and the approval of the holders of the majority of the outstanding common shares of ‘Instructure.
Shareholders are encouraged to review the updated definitive proxy statement, which was filed with the Securities and Exchange Commission on January 7, 2020. At the Extraordinary Shareholders’ Meeting, to be held on February 13, 2020, shareholders of record at the close of business on January 8, 2020 will have the opportunity to vote on the proposed transaction with Thomas bravo, which the board believes provides significant, compelling and sure value to all Instructure shareholders.
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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 Proxy Circular, free of charge, on the SEC’s website (http://www.sec.gov) or from Instructure by contacting Instructure’s Investor Relations at (866) 574-3127 , by e-mail to the address [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 the common shares of Instructure 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 relating 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; negative 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. at www.sec .gov. These documents are available under the SEC Deposits 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.
Instruct investor relations 866-574-3127, [email protected]
Instructing media relations
Cory edwards, 801-869-5258, [email protected]
Kimberly kriger / Ross Lovern, 212-521-4800
[email protected] / [email protected]