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Thoma Bravo Closes Acquisition of Instructure
Wednesday 25 March 2020

25 March 2020 - US-based investment firm Thoma Bravo, LLC and US-based educational software company Instructure (NYSE: INST) have completed a transaction in which Thoma Bravo has acquired Instructure in an all-cash transaction that valued the company at an aggregate equity value of approximately USD 2bn, the companies said.

With the completion of the acquisition, Instructure's common stock ceased trading and the company is no longer listed on the New York Stock Exchange.

Last December, Instructure agreed to be acquired by Thoma Bravo, LLC in an all-cash transaction that values Instructure at an aggregate equity value of approximately USD 2bn.

The Instructure management team, led by CEO Dan Goldsmith, will continue to lead the company in their current roles. Thoma Bravo will support Instructure as it increases investment in education technology innovation and expands internationally.

The members of Instructure's board of directors have unanimously approved the transaction and recommended that its stockholders approve the merger.

A special meeting of Instructure's stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the US Securities and Exchange Commission and subsequent mailing to its stockholders.

Instructure's headquarters will remain in Salt Lake City, Utah, with regional offices across the United States and abroad. Closing of the transaction is subject to approval by Instructure stockholders and certain regulatory and antitrust authorities and the satisfaction of customary closing conditions.

The agreement included a 35-day "go-shop" period expiring on January 8, 2020, which permits Instructure's board of directors and advisors 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 proposal, and Instructure does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required.

Instructure helps people grow from the first day of school to the last day of work. More than 30m people use the Canvas Learning Management Platform for schools and the Bridge Employee Development Platform for businesses.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Instructure and Cooley LLP is serving as its legal advisor. Kirkland and Ellis is serving as legal advisor to Thoma Bravo.
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Date Published: 25/03/2020

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