Instructure accepts Thoma Bravo's raised takeover bid

By Svea Herbst-Bayliss

BOSTON (Reuters) - Instructure Inc (NYSE: INST) said on Friday it will sell itself to Thoma Bravo for $49 a share after the private equity firm twice increased its bid for the U.S. educational software company within the last two days.

The company's board of directors accepted Thoma Bravo's raised all-cash offer and said shareholders now have until Feb. 25 to vote on the deal.

Thoma Bravo's new offer is $1.40 a share higher than its initial offer of $47.60, made in early December, and represents more favorable terms than the $48.50 a share tender offer that was made earlier this week.

"This best and final offer is a significant increase over the original bid, and at this stage in the process, it should be clear that this is the best path for the company and stockholders moving forward," said Josh Coates, executive chairman of Instructure's board of directors.

Shareholders Praesidium Investment Management, Rivulet Capital, Lateef Investment Management and Oberndorf Enterprises

contacted Instructure's board to express their concerns with the original bid, with some saying it undervalued the Salt Lake City-headquartered company.

Critics found support earlier this year when proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co both recommended that shareholders vote against the takeover, citing the price and process in which Thoma Bravo was accepted.

In early December, Thoma Bravo's proposed purchase price was roughly 10% below where the company's stock price was trading.

On Friday, the company's stock price was trading at $47.71, up 3.71%.

The company said it had indications that some shareholders who were initially critical of the deal may now be ready to vote for it later this month. Earlier this week, speculation mounted that Instructure did not have sufficient shareholder support to accept the deal.

Instructure's shareholder base has shifted some since early December when Thoma Bravo first made its offer. For example Jana Partners, an activist hedge fund that bought shares in the third quarter, sold its position in the fourth quarter, according to a new filing. Meanwhile investment firm P. Schoenfeld added a new position in the fourth quarter, according to a regulatory filing.

(Reporting by Svea Herbst-Bayliss; editing by David Evans and David Gregorio)

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