Instructure Accuses Dissident Investor Praesidium of “Opportunistic Tactics” to Derail the Transaction

IBL News | New York

Instructure yesterday denounced “opportunistic tactics” and a “false and misleading narrative” employed by activist investor Praesidium Investment Management, who owns 7.6% of the shares, to derail the Thoma Bravo’s $2 billion all-cash acquisition proposal.

In an open letter to shareholders, Instructure’s lead Independent Director of the Board of Directors, Lloyd “Buzz” Waterhouse, urged investors to support a unanimous vote of the Board in favor of the transaction at the February 13, 2020, Special Meeting in Salt Lake City, Utah.

“Voting against the transaction will deprive you of the opportunity to obtain a significant return on your investment and expose you to significant declines in the stock price that could occur should the transaction not be approved,” writes Lloyd “Buzz” Waterhouse.

The Thoma Bravo transaction provides a cash payment of $47.60 per share upon closing, representing a 28% premium to the stock price reached on September 24. 

Instructure (NYSE: INST) believes that its Board is “focused on maximizing stockholder value, while dissident investors represent their own interests”.

“Some of these investors include activists that likely caused the value of our stock to spike over 20% in one month prior to the announcement of the transaction, disrupting the sales process.”

The software learning company avoided explicitly mentioning any name of the opposing investors in its letter to investors.

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