‘Tender Offer’ Underway as Thoma Bravo Seeks to Acquire Instructure

Mergers and Acquisitions

‘Tender Offer’ Underway as Thoma Bravo Seeks to Acquire Instructure

Feb 25, 2020

Thoma Bravo, a private equity firm, has commenced its so-called “tender offer” to purchase shares of Instructure, the publicly traded provider of the Canvas learning management system, at $49 each directly from shareholders. If Thoma Bravo acquires all shares, it would pay about $2.01 billion.

Shareholders have until midnight March 21 to accept the offer. If Thoma Bravo has not acquired a majority of shares by that time, the deadline can be extended.

This “tender offer” method creates a larger pool of shareholders from whom Thoma Bravo can directly buy shares from, and analysts say this increases its chances of acquiring at least a controlling stake in Instructure.

Under the arrangements of the previous offer, in which Thoma Bravo would pay $47.60 a share, only certain shareholders could vote to approve or reject the deal. The odds of the sale going through appeared shaky after multiple shareholders and investor advisers spoke out against the deal, alleging that the deal undervalued Instructure and should have been done with more transparency.

Founded in 2008 and based in Salt Lake City, Instructure is considered the market leader among learning management systems used in U.S. higher-ed institutions, ahead of rival Blackboard.


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