[Updated] According to Bloomberg: Instructure fails to get votes to approve Thoma Bravo acquisition
Update 2/13: According to SEC filings, Thoma Bravo submitted a revised proposal “to acquire each issued and outstanding share of Instructure common stock for $48.50 per share in a two-step tender offer . . . further proposed that the tender offer would be commenced within five business days of the date of the entry into an amended and restated merger agreement.” The Instructure board unanimously (after recusing CEO Dan Goldsmith and Director Kevin Thompson) decided to not pursue the new proposal and adjourn the meeting until Feb 14, 2020. The explanation given:
This update seems to confirm Bloomberg reporting that they do not have the votes of shareholders to accept the deal or even the revised deal. See Twitter thread here.
According to Bloomberg, the news organization that has fairly consistently covered inside news on the pending Instructure sale to private equity firm Thoma Bravo, the company has failed to get the votes needed to approve the deal. There will be no acquisition of the company based on the current deal. As described in the article this afternoon:
To put it simply, despite unusually-detailed descriptions of the sales process within the proxy statements, Instructure never convinced a majority of investors that they had run a fair process and gotten the best deal. Sometimes a cigar is a cigar – the investors and proxy advisory companies meant what they said.
I should be very clear – this is based on Bloomberg’s reporting, and the vote itself does not officially get tallied until Thursday, February 13th, at 9am MST. But Bloomberg has been accurate in its reporting thus far.
We will report tomorrow on the official vote and will correct if any of this information proves to be inaccurate. In the meantime, for those wanting background information:
Nov 14 – Instructure Considering Sale Options
Jan 28 (Twitter thread on ISS coming out against sale) – https://twitter.com/PhilOnEdTech/status/1222275316380364800
Further to the Jan 28 thread above, Bloomberg summarized:
Disclosure: Instructure is a subscriber to the MindWires LMS Market Analysis data service (as are many of their competitors), and we have a number of investment firms who are also subscribers to the service and pay for in-depth market data and research.