Instructure CEO to Step Down; Definitive Agreement for Company’s Acquisition Revised Again

Staff Writer

Instructure CEO and board member Dan Goldsmith on Tuesday said he will step down from both positions as the company has reached a tentative agreement to be acquired by private equity firm Thoma Bravo, Instructure announced.

Instructure will form an “office of the CEO” comprised of senior executives to lead the business until the company finds a successor for Goldsmith, and will hire an executive search firm to assist in the hiring process, Instructure said.

“It has been a privilege to work with such amazing customers, partners, and employees,” Goldsmith said in a statement. “Over the past two years, we have re-oriented the business to focus on innovation, growth, and customer success while making the hard, but necessary, decisions to prepare for a bright future.”

Goldsmith will stay until March 6 to assist with the transition.

Instructure mentioned that Goldsmith helped move the company’s annual revenue above $250 million in 2019, and directed the acquisitions of assessment capability provider MasteryConnect and Portfolium, which showcases student achievement to potential employers.

Instructure’s board last week 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.

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.

A vote on the proposed acquisition scheduled for Feb. 25 has been canceled. Instead of a vote, the companies now plan to undergo a process whereby Thoma Bravo will make a tender offer on or before Feb. 24, to acquire all outstanding shares of Instructure’s common stock, according to an Instructure press release.

Following the completion of the tender offer, Thoma Bravo will complete a second-step merger in which any remaining common shares of Instructure will be converted into the right to receive the same per-share price paid in the tender offer, according to Instructure.

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

In 2017, Thoma Bravo acquired Frontline Education, an administrative and HR software solutions provider to educational organizations across the U.S.

Clarification (Feb. 18): The original version of this story gave an inaccurate description of the process whereby Thoma Bravo will acquire Instructure. Thoma Bravo and Instructure will undergo a non-voting acquisition process whereby Thoma Bravo will offer Instructure shareholders a tender of $49 per share.

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