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8-K - 8-K - BLACKBOARD INC | w83489e8vk.htm |
EX-2.1 - EX-2.1 - BLACKBOARD INC | w83489exv2w1.htm |
Exhibit 99.1
Contacts:
|
Blackboard | Providence Equity | ||
Michael J. Stanton | Andrew Cole/Jonathan Doorley | |||
202-463-4860, Ext. 2305 | Sard Verbinnen & Co | |||
Matt Maurer | 212-687-8080 | |||
202-463-4860, Ext. 2637 |
Blackboard to be Acquired by Providence Equity Partners for $45.00 per share in Cash or $1.64 Billion
| Transaction Represents 21% Premium to Companys Unaffected Stock Price | ||
| Blackboard to become a privately held company |
Washington DC July 1, 2011 Blackboard Inc. (NASDAQ: BBBB) today announced it has entered into
a definitive agreement under which Blackboard will be acquired by an investor group led by
affiliates of Providence Equity Partners (Providence) in an all-cash transaction valued at
approximately $1.64 billion, plus the assumption of approximately $130 million in net debt.
Pursuant to the terms of the agreement, Blackboards stockholders will receive $45.00 in cash for
each share of Blackboard common stock. The transaction represents a 21 percent premium over the
closing price of $37.16 per share on April 18, 2011, the day before Blackboard publicly announced
that it was evaluating strategic alternatives.
The agreement between Blackboard and Providence concludes a process that began in March 2011, when
Blackboards Board of Directors formed a Transaction Committee consisting of independent Directors
to conduct a comprehensive review of strategic alternatives that included discussions with
potential strategic and financial buyers. Acting upon the recommendation of the Transaction
Committee, and in consultation with the Transaction Committees outside financial and legal
advisors, the Board unanimously approved the transaction and recommends that Blackboards
stockholders adopt the acquisition agreement.
Joseph Cowan, Chairman of the Transaction Committee, stated We believe this agreement provides a
meaningful and immediate cash premium for all our stockholders and recommend that they support the
proposed transaction.
This compelling transaction is the result of a comprehensive evaluation of our strategic
alternatives, and we firmly believe it delivers significant value to all Blackboard stockholders,
said Michael Chasen, Blackboards President and Chief Executive Officer. In Providence, we will
have a partner who brings a deep understanding of the international education marketplace and
shares our
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vision of providing educators with exceptional technology solutions and services to meet their
evolving needs over the long-term. We look forward to welcoming Providence to the Blackboard
team.
We are very familiar with Blackboard through our extensive education investments over the years
and have tremendous respect for what the Blackboard team has accomplished, said Peter Wilde, a
Managing Director at Providence. Given its exceptional brand, technologies, client base and the
depth of its team, we believe Blackboard will continue to drive and benefit from the increasing
penetration of digital technologies and content in schools around the world. We are excited to put
our resources and hands-on experience in the education and communications sectors toward supporting
Blackboards growth over the long-term.
Providence is the leading global private equity firm focused on media, communications, information
services and education investments. The firms current education industry investments include
Archipelago Learning, Ascend Learning, Catalpa, Edline, Education Management Corporation and Study
Group.
The transaction is subject to approval of a majority of the outstanding shares of Blackboard common
stock and other customary closing conditions and regulatory approvals. The transaction is
anticipated to close during the fourth quarter of 2011. Upon closing, Blackboard will become a
privately held company, remain headquartered in Washington, DC and continue to be led by its
existing senior management team.
The transaction will be financed through a combination of equity and debt. BofA Merrill Lynch,
Deutsche Bank and Morgan Stanley provided debt financing commitments.
Barclays Capital acted as financial advisor to the Board of Directors and provided a fairness
opinion in connection with the transaction. Dewey & LeBoeuf LLP acted as legal advisor to the
Board of Directors in connection with the transaction. Weil, Gotshal & Manges LLP served as
legal counsel to Providence in connection with the transaction.
About Blackboard Inc.
Blackboard Inc. (NASDAQ: BBBB) is a global leader in enterprise technology and innovative solutions
that improve the experience of millions of students and learners around the world every day.
Blackboards solutions allow thousands of higher education, K-12, professional, corporate, and
government organizations to extend teaching and learning online, facilitate campus commerce and
security, and communicate more effectively with their communities. Founded in 1997, Blackboard is
headquartered in Washington, D.C., with offices in North America, Europe, Asia and Australia.
About Providence Equity Partners
Providence Equity Partners is the leading global private equity firm specializing in equity
investments in media, communications, information services and education companies around the
world. The principals of Providence manage funds with $23 billion in equity commitments and have
invested in more than 100 companies operating in over 20 countries since the firms inception in
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1989. Providence is headquartered in Providence, RI (USA) and has offices in New York, London, Los
Angeles, Hong Kong and New Delhi. Visit www.provequity.com for more information.
Additional Information and Where to Find It
Blackboard intends to file with the Securities and Exchange Commission (the SEC) a proxy
statement in connection with the proposed transaction. The definitive proxy statement will be sent
or given to the stockholders of Blackboard and will contain important information about the
proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, BLACKBOARDS
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other
relevant materials (when they become available), and any other documents filed by Blackboard with
the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In addition, security
holders will be able to obtain free copies of the proxy statement from Blackboard by contacting
Blackboards Investor Relations Department (i) by mail to Blackboard Inc., 650 Massachusetts
Avenue, NW, 6th Floor, Washington, DC 20001, Attn: Investor Relations Department, (ii) by telephone
at 202-463-4860 or (iii) by e-mail to Investor@Blackboard.com.
Participants in the Solicitation
Blackboard and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Blackboards stockholders in connection with the proposed transaction.
Information about Blackboards directors and executive officers is set forth in Blackboards proxy
statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 21,
2011, and its Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with
the SEC on February 18, 2011. These documents are available free of charge at the SECs web site
at www.sec.gov, and from Blackboard by contacting Blackboards Investor Relations Department (i) by
mail to Blackboard Inc., 650 Massachusetts Avenue, NW, 6th Floor, Washington, DC 20001, Attn:
Investor Relations Department, (ii) by telephone at 202-463-4860 or (iii) by e-mail to
Investor@Blackboard.com. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction will be included in the proxy statement
that Blackboard intends to file with the SEC.
Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for Blackboard
and other statements containing the words believes, anticipates, plans, expects, will,
and similar expressions, constitute forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements are subject to known and unknown risks
and uncertainties that could cause actual results to differ materially from those expressed or
implied by such statements, including but not limited to: the ability of the parties to consummate
the proposed transaction in a timely manner or at all; the satisfaction of conditions precedent to
consummation of the transaction, including the ability to secure regulatory approvals and approval
by Blackboards stockholders; successful completion of anticipated financing arrangements; the
possibility of litigation (including litigation related to the transaction itself); and other risks
described in Blackboards filings with the SEC, including the factors discussed in the Risk
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Factors section of our Form 10-K filed on February 18, 2011 and Form 10-Q filed on May 9, 2011.
In addition, the forward-looking statements included in this press release represent Blackboards
estimates, projections, assumptions and views as of July 1, 2011. Blackboard anticipates that
subsequent events and developments will cause Blackboards views to change. However, while
Blackboard may elect to update these forward-looking statements at some point in the future,
Blackboard specifically disclaims any obligation to do so. These forward-looking statements should
not be relied upon as representing Blackboards views as of any date subsequent to July 1, 2011.
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