Instructure Board Approves $49-per-Share Acquisition Proposal by Thoma Bravo

Contributing Writer

Instructure’s board of directors has approved a revised acquisition proposed by Thoma Bravo, which would provide $49 per share to acquire all outstanding shares of Instructure, taking the company private, Instructure announced Friday.

Thoma Bravo, a private equity firm, had originally offered $47.60 per share to acquire Instructure, to which some shareholders expressed opposition, believing the sale price to be too low.

But Instructure’s board is now recommending that shareholders vote in favor of the transaction.

A shareholder meeting to vote on the proposed acquisition has been postponed from today to Feb. 25, to allow shareholders “additional time to consider voting in favor of the transaction,” according to an Instructure press release.

Based on conversations with shareholders, Instructure’s board believes that investors will move toward approving the acquisition agreement, an Instructure official told EdWeek Market Brief today.

The recommendation comes after the Salt Lake City-based Instructure rejected an offer by Thoma Bravo only yesterday to provide $48.50 per share through a process whereby the firm would have transacted with willing shareholders on the open market, bypassing the voting process, the official said.

If the board had approved that process, then Thoma Bravo would have ultimately been able to take the company private after acquiring 51 percent of Instructure’s total shares on the open market.

But that process might have been unpalatable for Instructure’s institutional shareholders, and Instructure didn’t want to “string out” the acquisition, the official said.

The new $49 offer omits the particular conditions that would have allowed Thoma Bravo to buy shares on the open market.

But Raymond James analyst Brian Peterson told Seeking Alpha that the offer might still be too low to secure shareholder approval, and said he believes Instructure will likely remain a public company.

Instructure investors Praesidium Investment Management, Rivulet Capital, Lateef Investment Management, and Oberndorf Enterprises, all of which had originally opposed the acquisition, did not respond to EdWeek Market Brief requests for comment.

With the originally proposed sale price, the proposed acquisition had been valued at about $2 billion.

Thoma Bravo has said that with the purchase, it plans to increase Instructure’s investment in educational technology innovation and expand internationally.

Last year, Instructure acquired MasteryConnect, which designs and delivers formative and interim assessments to help bolster personalized and mastery-based learning. In 2017, Thoma Bravo acquired Frontline Education, an administrative and HR software solutions provider to educational organizations across the U.S.

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