Instructure concludes definitive agreement to be acquired by Thoma Bravo


SALT LAKE CITY, December 4, 2019 / PRNewswire / – Instructure (NYSE: INST) announced today that it has agreed to be acquired by Thoma Bravo, LLC, a leading private equity firm, in a all-cash transaction that values ​​Instructure at a total equity value of approximately $ 2 billion. As part of the agreement, Instructure shareholders will receive $ 47.60 in cash per share. The price per share represents an 18% premium over the 3-month volume-weighted average price of the Company on the October 27, 2019, the day before the Company’s third quarter earnings call, during which it announced a strategic review of its Bridge business.

“After a thorough review of the strategic alternatives, the Board of Directors of Instructure is pleased to conclude this agreement,” said Josh coates, Executive Chairman of the Board of Directors of Instructure.

Instructure’s management team, led by the CEO Dan Goldsmith, will continue to lead the Company in their current roles. Thoma Bravo will support Instructure as it increases its investments in educational technological innovation and expands internationally.

“Instructure believes the opportunity to become a private company will provide additional flexibility and position us to invest more strategically to drive innovation for our clients,” said Goldsmith. “We look forward to working closely with all parties to complete this transaction and enter our next chapter of industry growth and leadership.”

“Instructure’s Canvas product is the benchmark for learning management systems in the global education market,” said Holden spaht, Managing Partner at Thoma Bravo. “We are delighted to partner with Dan and the management team to support continued investment and innovation in the Company’s market-leading products and world-class customer support. “

Brian jaffee, a Director at Thoma Bravo added, “We have been following Instructure’s impressive growth history for many years and believe Canvas is a SaaS leader in the single vertical market with exciting scale and potential for future growth. We look forward to building on the strong business momentum and accelerating growth and product investments both organically and through mergers and acquisitions. “

The members of Instructure’s board of directors unanimously approved the transaction and recommended that its shareholders approve the merger. A special meeting of Instructure’s shareholders will be held as soon as practicable after the filing of a final proxy statement with the United States Securities and Exchange Commission (“SEC”) and subsequent mailing to its shareholders. Instructure’s headquarters will remain at Salt Lake City, Utah, with regional offices across United States and abroad. The closing of the transaction is subject to the approval of the shareholders of Instructure and certain regulatory and antitrust authorities and the satisfaction of customary closing conditions. The transaction is expected to close in the first quarter of 2020 and is not subject to any financing conditions. Upon completion of the acquisition, Instructure will become wholly owned by Thoma Bravo.

The agreement includes a 35-day go-shop period expiring on January 8, 2020, which enables Instructure’s board of directors and advisers to solicit alternative acquisition proposals from third parties. Instructure will have the right to terminate the Merger Agreement to enter into a Superior Proposal subject to the terms and conditions of the Merger Agreement. There can be no assurance that this “go-shop” will result in a superior proposition, and Instructure does not intend to disclose any developments regarding the solicitation process unless and until it determines that such disclosure is appropriate or otherwise required.

JP Morgan Securities LLC is the exclusive financial advisor to Instructure and Cooley LLP is its legal advisor. Kirkland & Ellis is the legal advisor to Thoma Bravo.

Additional information and where to find it

The Company intends to file with the Securities and Exchange Commission (the “SEC”) and provide its shareholders with a proxy in Schedule 14A, as well as other relevant documents relating to the proposed transaction. The proxy circular will contain important information about the proposed merger and related matters. Investors and holders of securities of the Company are urged to carefully read the entire Proxy Circular when it becomes available as it will contain important information about the proposed transactions. A definitive proxy will be sent to the shareholders of the Company to solicit the required shareholder approvals.

Investors and holders of securities of the Company will be able to obtain a free copy of the Proxy Circular, as well as other relevant documents containing information about the Company and the proposed transaction, including documents which will be incorporated by reference. in the Proxy Circular, at no cost, on the SEC’s website (http://www.sec.gov) or from the Company by contacting the Company’s Investor Relations at (866) 574- 3127, by e-mail to the address [email protected], or by going to the Company’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

The Company and certain of its Directors, officers and employees may be considered participants in the solicitation of proxies in connection with the proposed Merger. Information regarding the interests of the directors and officers of the Company and their ownership of common shares of the Company is presented in the Company’s annual report on Form 10-K filed with the SEC on February 20, 2019 and the Company’s proxy statement in 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, will be contained in the proxy circular and other relevant documents to be filed with the SEC in connection with the proposed Merger. Free copies of these documents may be obtained, free of charge, from the SEC or the Company, 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, the plans, objectives, expectations and intentions of the Company, the financial condition, results of operations and the business of the Company. , and the planned timetable for the closing of the proposed transaction. Risks and uncertainties include, among others, risks relating to the Company’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 the implementation. implementation of associated systems; the satisfaction of the conditions precedent to the completion of the envisaged transaction; the Company’s ability to obtain regulatory approvals on expected terms on a timely basis 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 the Company’s common shares or on the Company’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 the Company’s products; the introduction of new applications and the Company’s ability to develop and deliver innovative applications and features; the Company’s ability to provide high quality services and support offerings; the Company’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 regarding the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other documents filed by the Company 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 Company’s 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. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

ABOUT THE INSTRUCTION

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.

ABOUT THOMA BRAVO, LLC

Thoma Bravo is a leading private equity firm specializing in the software and technology services industries. With a series of funds representing more than $ 35 billion in capital commitments, Thoma Bravo partners with a company’s management team to implement best operating practices, invest in growth initiatives and make accretive acquisitions aimed at accelerating revenues and profits, with the aim of increasing the value of the company. Past and present portfolio companies include industry leaders such as ABC Financial, Blue Coat Systems, Deltek, Digital Insight, Frontline Education, Global Healthcare Exchange, Hyland Software, Imprivata, iPipeline, PowerPlan, Qlik, Riverbed, SailPoint, SolarWinds, SonicWall, Sparta Systèmes, TravelClick and Veracode. The company has offices at San Francisco and Chicago.

CONTACT:
Cory edwards
Vice-President, Corporate Communications
Instruct
801-869-5258
[email protected]

Megan Frank
Director, communication manager
Thomas bravo
628-218-0274
[email protected]

SOURCE structure

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