Washington — July 1
Blackboard Inc. 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 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, Blackboard’s stockholders will receive $45 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 it was evaluating strategic alternatives.
The agreement between Blackboard and Providence concludes a process that began in March 2011, when Blackboard’s 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 committee’s outside financial and legal advisers, the board unanimously approved the transaction and recommends that Blackboard’s 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, Blackboard’s president and chief executive officer.
Providence is the leading global private equity firm focused on media, communications, information services and education investments. The firm’s 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, D.C., 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.
Source: Blackboard Inc.