Blackboard has completed its acquisition by an investor group led by affiliates of Providence Equity Partners in an all-cash transaction valued at approximately USD1.64 billion in enterprise value, plus the assumption of approximately USD136 million in debt.
As previously announced, the transaction was approved by Blackboard stockholders at a special meeting of stockholders held 16 September, 2011.
Pursuant to the terms of the acquisition agreement, Blackboard stockholders will receive USD45.00 in cash for each share of Blackboard common stock. The transaction represents a 21 per cent premium over the closing price of USD37.16 per share on April 18, 2011, the day before Blackboard publicly announced that it was evaluating strategic alternatives.
Michael Chasen (pictured), president and chief executive officer of Blackboard, says: "With similar values and a common vision, we are excited to work with an experienced partner like Providence. We look forward to strengthening our position in the education marketplace and serving our customers and the broader education community with continued quality, excellence and innovation."
Peter Wilde, a Managing Director at Providence, says: "Blackboard is now an extremely valuable asset in our portfolio of education investments. We are also combining our portfolio company, Edline, with Blackboard which will significantly increase its presence in the K-12 sector. Leveraging our experience in the education sector along with the strength of the Blackboard management team, we believe Blackboard will continue to drive and benefit from the increasing penetration of digital technologies and content in schools around the world."
Blackboard will remain headquartered in Washington, DC and continue to be led by its existing senior management team. Steve Alesio, former Chairman & CEO of Dun & Bradstreet and a Senior Advisor of Providence Equity Partners, will become Chairman of the Board. As a result of the consummation of the acquisition, Blackboard will be delisted from the NASDAQ Global Select Market.
Holders of certificated shares and uncertificated shares (i.e., holders whose shares are held in book entry form) of Blackboard common stock will receive a letter of transmittal and instructions on how to surrender their shares of Blackboard common stock in exchange for the merger consideration and should wait to receive the letter of transmittal and instructions before surrendering their shares.
Barclays Capital acted as financial advisor to Blackboard’s Board of Directors and provided a fairness opinion in connection with the transaction. Dewey & LeBoeuf LLP acted as legal advisor to Blackboard’s Board of Directors in connection with the transaction. Weil, Gotshal & Manges LLP served as legal counsel to Providence in connection with the transaction. BofA Merrill Lynch, Deutsche Bank Securities and Morgan Stanley & Co. LLC or an affiliate thereof served as financial advisors and provided debt financing to Providence in connection with the transaction. Davis Polk & Wardwell LLP acted as legal advisor to the banks.
