Thoma Bravo launches takeover bid for all outstanding Instructure shares

SAN FRANCISCO and SALT LAKE CITY, February 24, 2020 / PRNewswire / – Thomas bravo and Instructure (NYSE: INST) (“Instructure” or the “Company”) announced today that PIV Merger Sub, Inc. (“Purchaser”), a subsidiary of Thomas bravo, has launched a previously announced cash tender offer to purchase all of the outstanding common shares of Instructure.

The takeover bid is made pursuant to the Amended and Restated Merger Agreement, dated February 17, 2020, by and between Instructure, the purchaser and Instructure Holdings, LLC, under which the purchaser will offer to purchase all of the outstanding shares of Instructure for $ 49.00 per share in cash, without interest and net of required withholding taxes. Thoma Bravo best and latest offer to acquire Instructure was an increase over the previous offer $ 47.60 per share offered at the time of the initial announcement of the transaction on December 4, 2019. Instructure’s Board of Directors supports the transaction as the clearest path to maximizing value for all Instructure shareholders and recommends that shareholders contribute their shares.

The tender offer will expire one minute after 11:59 p.m. EST, to March 20, 2020, unless it is extended or terminated. The closing of the public tender offer is conditional on the contribution by the shareholders of at least the majority of the outstanding shares of Instructure and is subject to the usual conditions for transactions of this type. At the end of the public tender offer, Thomas bravo will complete a second merger stage in which all remaining common shares of Instructure will be converted into a right to receive a cash amount equal to the price per share paid in the tender offer, without interest and less withholding taxes required. Upon completion of the transaction, Instructure will become a private company.

The complete terms and conditions of the offer can be found in the Offer to Purchase, Letter of Transmittal and other related documents which will be filed with the Securities and Exchange Commission by the Buyer and the Company on February 24, 2020.

Shareholders who wish to tender their shares or have questions about the tender offer may contact the information agent for the tender offer, Innisfree M&A Incorporated, toll free at (888) 750-5834 . Computershare Trust Company, NA is acting as custodian and paying agent for the tender offer.

On Thomas bravo, SARL
Thomas bravo is a leading private equity firm focused on the software and technology services industries. With a series of funds representing more than $ 35 billion in capital commitments, Thomas bravo partners with a company’s leadership team to implement best operating practices, invest in growth initiatives, and make profitable acquisitions aimed at accelerating revenue and profits, with the goal of increasing the value of the business. 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.

About the infrastructure
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
This announcement and the description it contains are for informational purposes only and do not constitute an offer to buy or a solicitation of an offer to sell shares of the Company. At the time of the launch of the takeover bid, Instructure Holdings, LLC (“parent”), a limited liability company affiliated with Thomas bravo, and PIV Merger Sub, Inc., a wholly owned subsidiary of the parent company, will file a take-over bid statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and ‘other documents relating to the tender offer (collectively, the “Invitation to Tender Offer Documents”), and the Company will file a solicitation / recommendation statement in Schedule 14D-9 (the “Declaration of recommendation ”) with regard to the tender offer. The parent company and the Company intend to mail these documents to the shareholders of the Company. Investors and holders of securities of the Company are urged to read carefully the tender offer documents and the recommendation statement, each of which may be amended or supplemented from time to time, as well as any other documents filed in this regard when they become available before making any decision with respect to takeover bid because these documents ts will contain important information about the proposed transactions and the parties to them.

Investors and holders of securities of the Company will be able to obtain a free copy of the Tender Offer Documents and the Recommendation Statement and any supplement or amendment thereto, as well as other relevant documents, including including documents which are incorporated by reference herein, at no charge, on the SEC’s website (http://www.sec.gov) or with 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”.

Notice Regarding Forward-Looking Statements
This communication contains forward-looking information relating to the Company and the Company’s proposed acquisition within the framework of a takeover bid. 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.

Instruct the media Contact
Cory Edwards, 801-869-5258, [email protected]
Where
Kekst CNC
Ross Lovern, 212-521-4800, [email protected]

Thoma Bravo press contact
Megan Frank, 628-218-0274, [email protected]
Where
Finsbury
Andrew Johnson, 646-495-2044, [email protected]

THE SOURCE Thomas bravo

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