WASHINGTON, July 1, 2011 /PRNewswire/ -- 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, Blackboard's
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 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 advisors, 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. "In Providence, we
will have a partner who brings a deep understanding of the
international education marketplace and shares our 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 Blackboard's growth over the long-term."
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, 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.
Blackboard's 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 firm's inception in 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, BLACKBOARD'S
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 SEC's website at www.sec.gov. In addition,
security holders will be able to obtain free copies of the proxy
statement from Blackboard by contacting Blackboard's 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
Blackboard's stockholders in connection with the proposed
transaction. Information about Blackboard's directors and
executive officers is set forth in Blackboard's 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 SEC's web site at
www.sec.gov, and from Blackboard by contacting Blackboard's
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 Blackboard's stockholders; successful completion of
anticipated financing arrangements; the possibility of litigation
(including litigation related to the transaction itself); and other
risks described in Blackboard's filings with the SEC, including the
factors discussed in the "Risk 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 Blackboard's estimates, projections, assumptions
and views as of July 1, 2011.
Blackboard anticipates that subsequent events and developments will
cause Blackboard's 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 Blackboard's views as of any date subsequent to
July 1, 2011.
SOURCE Blackboard Inc.