An Equity Investment Firm Buys Instructure for $2 Billion, Taking It Private

Mikel Amigot | New York

Instructure (NYSE: INST), the company behind Canvas LMS, yesterday announced that it agreed to be acquired by the private equity investment firm Thoma Bravo, LCC, in an all-cash deal for about $2 billion –unless a better offer comes along within 35 days.

The transaction is expected to close in the first quarter of 2020. Upon completion of the acquisition, Instructure will become entirely owned by Thoma Bravo.

As part of the terms of the agreement, stockholders will receive $47.60 in cash per share, which is a discount of about 10% to Instructure’s closing price of $52.96 on Tuesday. Shares of the company were down to about 10% at $47.85 in premarket trading.

The price per share represents an 18% premium to the company’s 3-month volume-weighted average price as of October 27, 2019–the day prior to the company’s third-quarter earnings call, at which it announced a strategic review for its Bridge business.

While pushing for a sale, New York-based Sachem Head Capital Management and other activist firms, have been buying Instructure’s shares over time. The exact size of their position could not be determined.

The Instructure management team, led by CEO Dan Goldsmith, will continue to lead the Company in their current roles, and the company’s headquarters will remain in Salt Lake City, Utah.

“Instructure believes the opportunity to become a private company will provide additional flexibility, and position us to invest more strategically to drive innovation for our customers,” said Goldsmith. “We have chosen this path very deliberately; we are confident that making the change from public to private will best serve the needs of Instructure and all of you moving forward,” he announced in a letter to customers.

Brian Jaffee, a Principal at Thoma Bravo said, “We believe Canvas is a highly unique vertical market SaaS leader with exciting scale and future growth potential. We look forward to building on the strong momentum in the business and accelerating growth and product investment both organically and through M&A.”

The deal includes a 35-day “go-shop” period expiring on January 8, 2020, which permits the Instructure’s Board of Directors and advisors to consider alternative acquisition proposals.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Instructure and Cooley LLP is serving as the legal advisor. Kirkland & Ellis is serving as the legal advisor to Thoma Bravo.

At least four firms – Halper Sadeh LLP, Rowley Law PLLC, Bragar Eagel & Squire, P.C., and Rigrodsky & Long, P.A. –announced separately yesterday that they were investigating potential legal claims against the board of directors at Instructure, regarding the possible breaches of fiduciary duties-among and other violations of law related to the company’s sale.

 

Past news stories about Instructure at IBL News

 

Instructure Announces It Is Exploring to Sell the Company – Estimated to be Worth $2.5B

IBL News | New York

Instructure (NYSE: INST), the company behind Canvas LMS, publicly announced that it has begun to explore a number of strategic alternatives “to maximize shareholder value”, including a possible sale. Canvas owns about 38% of the LMS market.

“These alternatives may include continuing as a standalone public company, going private, or being purchased by a strategic partner,” the company said in a statement Thursday.

Instructure’s board retained J.P. Morgan as its financial advisor and Cooley LLP as its legal advisor.

The move of the board took place in response to the pressure by activist investors Sachem Head, Praesidium Investment Management and more recently, Jana Partners, who disclosed it had a 1% stake. They called for Instructure to explore a sale, reportedly identifying multiple potential private equity buyers.

Kevin Oram, Praesidium’s Co-Founder and Managing Partner, said last week that selling Bridge –Instructure’s unprofitable employee development platform– would unlock the value of Canvas, which he estimated to be worth $2.5 billion.

Phil Hill, consultant and author of Phil on Ed Tech blog, wrote that competitor Blackboard went through a similar process a few years ago, going private in 2011. Blackboard considered a sale in 2015 but didn’t go through with it.

Instructure’s previously scheduled financial analyst day on December 3 was canceled “to allow management and the board to explore these strategic alternatives for the company,” said the Salt Lake City-based corporation.

The stock has gained significant value since activists hedge funds started to call for a sale, especially this week, when it moved from $47.91 on November 13 to $52.98 on November 15.

 

 

IBL News: News about Canvas LMS and Instructure

Sachem Head Becomes One of the Top Shareholders of 2U and Advocates for a Sale

Mikel Amigot | IBL News, New York

 

Yesterday, Sachem Head set its sight on 2U Inc., pushing the company to explore a sale. As a result of it, the stock registered its biggest gain since 2016, almost 14% to $21.18.

With a market value of about $1.3 billion, 2U saw its shares fall more than 70% over the past 12 months and faced numerous class-action lawsuits for allegedly false or misleading statements during the second quarter. The stock dropped 65% on July 31st after a controversial earnings call wherein its CEO and former CFO drastically tempered short-term growth plans.

The New York-based activist hedge fund has been building a position in OPM 2U (Nasdaq: TWOU), apparently becoming one of the top shareholders, and now saying it’s time to sell. The exact size of its stake is unclear.

Sachem Head Capital Management LP, founded by Scott Ferguson in 2012, believes that 2U would be an attractive takeover target for private equity firms and other education technology companies, sources told Bloomberg.

Sachem Head’s positions and views tend to move the stock market. For example, the influential fund, that invests $3.2 billion on behalf of clients, recently called on Whitbread PLC to sell its Costa Coffee business before it was spun off to Coca-Cola Co. It also pushed Eagle Materials Inc to split its core businesses, before the company’s board agreed to spin off its heavy and light materials businesses into two publicly traded entities.

Last week, Sachem Head announced that it wanted Instructure Inc –whose main product is the leading Canvas LMS platform– to pursue a full sale process, as IBL News reported quoting Reuters.

Instructure (NYSE: INST), with a similar market cap to 2U, was the second education company that Sachem Head targeted, although that move was not apparently related.

2U has been making some changes in management lately in an attempt to calm down investors and arrive in better shape to the crucial earnings call on November 12th. Last month it appointed a new CFO –Paul Lalljie, a former Neustar Inc executive– and new CMO –Jennifer Ogden-Reese, a former SeatGeek Inc. executive.

•  Past reports about 2U at IBL News

 

An Influential Hedge Fund Pushes Instructure’s Canvas LMS to Sell Its Business

Mikel Amigot | IBL News

What’s next for Instructure (INST)?

That’s the question that comes to investors’ minds, especially after the third quarter performance report, which represented an earnings surprise of 42.11%.

Since the beginning of the year, Instructure shares have added about 15.8% versus the S&P 500’s gain of 20.6%, while the estimated revision trend for the company is mixed.

In this context, New York-based Sachem Head, which has been buying Instructure’s shares over time, announced yesterday that it wants Instructure to pursue a full sale processReuters disclosed. Now, the notorious hedge fund plans to push the Salt Lake City-based company in this direction.

The activist fund, that invests $3.2 billion on behalf of clients, recently called on Whitbread PLC to sell its Costa Coffee business before it was spun off to Coca-Cola Co. It also pushed Eagle Materials Inc to split its core businesses, before the company’s board agreed to spin off its heavy materials and light materials businesses into two publicly traded entities.

On the news of Sachem Head’s stake, Instructure’s stock prices jumped as much as 6% this week, ending at $46.52.

With a market capitalization of $1.8 billion, Instructure’s Canvas is the market leader in the LMS segment –and according to its own data continues to add customers.

However, its employee development platform Bridge is not working that well, failing to generate considerable market share, analysts think –and that’d be the reason why Instructure has underperformed the market so far this year.

In this regard, Instructure’s CEO Dan Goldsmith didn’t reject the idea of a sale or spinoff of Bridge, which launched in 2015.  “Nothing is off the table,” he told investors on the mentioned Q3 2019 earnings call on October 28. “But the focus for us is really making Bridge successful, making Bridge financially beneficial and accretive and healthy and then continuing to grow over time.”

Dan Goldsmith promised to provide more details at an analyst day on Dec. 3.

 

 

A Spanish University Builds a Futuristic Eco-Campus with Outside Classrooms

IBL News | Madrid, Spain

The University of Malaga, in Spain, is building a futuristic eco-campus for students to take classes outside.

Spanning a surface area of 52 acres, this innovative campus will include a green infrastructure suitable for everyday activities, such as studying, meeting and reading. The goal is to improve the climatic comfort and connectivity within an educational setting.

A Madrid-based architectural firm called Ecosistema Urbano is designing this interactive infrastructure after winning in 2016 a public contract to transform an old campus into an environmentally-friendly and digitally connected space.

It will be a geological garden in the works, a tropical garden, and a digital water curtain.

By using high-tech capabilities, learners will be able to visualize real-time information and manipulate physical aspects of public space in an almost futuristic fashion, as shown in the picture below.

Outdoor comfort will improve through solar-powered climate conditioning systems such as evaporative cooling and geothermal air circulation.

Naturally, everything will run on renewable energy systems.


The 10 IT Issues Higher Ed Leaders Are Focusing on, According to Educause

Mikel Amigot, IBL News (Chicago)

 

The 2019 Educause Annual Conference today recognized four prominent educators, highlighting their achievement during the opening talk in Chicago’s convention center. [See the picture below]

  • Leadership Award: Linda Jorn, Assoc Vice Provost for Learning Technologies, University of Wisconsin-Madison
  • Community Leadership Award: Mark Askren, Senior Advisor to the President, University of Nebraska
  • DEI Leadership Award: Melissa Woo, President for Information Technology and Enterprise Chief Information Officer, Stony Brook University
  • Rising Star: Tina Pappas, Associate Director, Innovation and Technology, Rutgers, The State University of New Jersey


In addition, the Educause staff announced the 2020 Top 10 IT Issues index,  stressing what’s important and where to focus on in terms of higher education:

  1. Information Security Strategy
  2. Privacy
  3. Sustainable Funding
  4. Digital Integrations
  5. Student Retention and Completion
  6. Student-Centric Higher Education
  7. Improved Enrollment
  8. Higher Education Affordability
  9. Administrative Simplification
  10. The Integrative CIO

“The 2020 IT Issues reveal where the integrative CIO must simplify, sustain, and innovate as higher education drives to digital transformation,” said Susan Grajek, Vice President, Communities and Research at Educause.

“Institutions know they need to innovate to achieve a competitive advantage in today’s complex marketplace, and almost none of today’s innovation can happen without data and technology,” she added.

On this edition, the gathering attracted over 8,000 attendees. “This year’s attendance has been a record-setting,” said John O’Brien, CEO at Educause, said without further data. “Every year there is something new in the air that captures imagination,” he said. “We know innovation is everywhere.”

 

 

 

[Promotional Video]

 

 

A Practical Course on edX to Learn How to Deploy an IBM Watson-Based Chatbot

Mikel Amigot | IBL News (New York)

IBM launched yesterday on edX.org a free course to learn how to create a turbocharged chatbot with Watson Services.

The online class  (3 weeks, 2-4 hours per week) teaches the intricacies of Watson Discovery, allowing to surface answers and patterns from large unstructured data sets.

Designed for intermediate learners, this practical course, Programming Chatbots with Watson Services, requires to have previous basic knowledge of object-oriented programming, as well as command line, Node.js, and IBM Watson Assistant.

In addition, “if you have a large repository, the contents of which could answer customer questions, you’ve got the makings of a great FAQ chatbot, said the instructors of the course – four IBM’s developers and cloud experts.

The AI-powered chatbot application, that interacts in natural language, is the result of ingesting data that can be queried to extract sentiment, concept, entities, and taxonomy by using Watson Discovery.

WordPress and edX Plugins

AI-based agents or chatbots are expanding in all the industries including education. Gartner predicts that by 2020, 85% of businesses will have their own chatbot.

In digital education, many questions on the discussions, especially the repetitive ones that pop up in every class, can be answered by a chatbot. Inquiries and follow-up requirements within the course can be solved by this type of automatic help desks.

These IBM agents are now created for the overall course catalog, rather than to be used as Teaching Assistant (TA) for individual courses and pedagogical answers.

  • Today, IBM is considering to develop a Watson-based extension or plugin to integrate with edX.org and Open edX sites, sources told toIBL News.
  • In September, IBM issued a plugin for WordPress, that uses Watson’s Assistant on the cloud. This plugin helps to quickly deploy a chatbot on WordPress-based sites.

2U Announces a Deal with RIT to Deliver an Online Master’s Degree in Architecture

IBL News | New York

Less than thirty days from the third quarter of earnings calls, 2U (NASDAQ: TWOU) announced yesterday a new partnership with Rochester Institute of Technology (RIT) to deliver an online Master of Architecture degree. The program is 2U’s first architecture offering and represents a new vertical for the company.

With the firm’s stock price currently trading around $16.43, 2U has been unable to gain investors’ trust and recover most of the two-thirds of the value that evaporated after the earnings call on July 30th.  The Lanham, Maryland–based company now has a market capitalization of $1.04 billion – it reached $4.7 billion a year ago, with the stock traded at $80.49.

The deal reported on Monday with RIT didn’t impact 2U’s stock price. Top stories and financial alerts continued to bounce around investors’ class-action lawsuits alleging misleading statements made between February and July.

RIT Architecture Online is scheduled to be launched in September 2020. Rochester Institute of Technology faculty will deliver the curriculum through a combination of asynchronous and live classes on 2U’s online platform.

“We are very delighted to begin this significant and important collaboration with 2U,” said Dennis A. Andrejko, Head of RIT’s Department of Architecture. “Partnering with 2U can certainly allow us to add momentum in advancing our sustainability and resiliency agenda, while inextricably linking this to the opportunities, power, and value of design inquiry and architecture.”

On behalf of 2U, Andrew Hermalyn, President of Global Partnerships, indicated: “Working together, we will take the best of the RIT architecture program online and into the digital era, and prepare the next generation of leaders in the field to address the most pressing sustainability and design challenges.”

Coursera for Campus Is Not an Alternative LMS to Blackboard, Canvas and Moodle, Says Maggioncalda

Mikel Amigot | IBL News

“Coursera for Campus is not a full-featured LMS,”
said Jeff Maggioncalda, CEO of Coursera, during the announcement event in India, on October 3rd. “We expect many universities to stay on their LMSs.”  

According to the company, Coursera for Campus’ LMS is designed to supplement the existing Canvas, Blackboard and Moodle systems.

In fact, its main utility refers to authoring content for private audiences such as residential students, alumni, faculty members, and staff.

The SSO (Single Sign-On) and APIs are apparently intended to facilitate further integrations. The collection of distinctive features include analytics, live-hands on labs, in-browser coding, plagiarism detection, Jupyter Notebooks and gradebook integration.

Jeff Maggioncalda insisted on the message of collaboration and not being an alternative LMS.

So far 20 partner universities, including Duke and Illinois, have piloted Coursera for Campus, and 1o additional universities are using an early version of it.

Last week, when Coursera for Business was advertised, representatives of the company highlighted that this new LMS was designed to deliver online courses and interactive lessons better than most LMSs.

“We’re talking about a potential major disruption to the LMS market,” Leah Belsky, Coursera’s Vice President of Enterprise said on EdSurge. “We don’t have all the features of an LMS but what we do have is all the tools to create cutting-edge interactive learning experiences.”

Michael Feldstein, a known consultant and author at the eLiterate blog, doubted that universities will replace their learning management systems with Coursera’s. “MOOC platforms are interesting and have some innovative features, but they are neither mature for their original purpose nor tuned for the broad range of usage that a campus LMS must serve,” Michael Feldstein wrote.

 

 

Learners at Coursera, Canvas and Blackboard Will Be Able to Ask Alexa for Course Updates

IBL News | New York

“Alexa, when is my next assignment due?”

Coursera will introduce a new tool for Alexa in October, taking advantage of the new API, Alexa Education Skills, created by Amazon for any edtech company.

Along with the MOOC portal, CanvasLMS, Blackboard, Kickboard and ParentSquare plan to activate this feature soon.

By simply asking Alexa, learners will get updates based on the latest information on their student account.

Voice assistants, like Alexa and Siri, are being rapidly adopted.

Available to all learners with a Coursera account and Amazon Alexa-enabled device, this tool will help learners access course assignment and quiz scores, due dates, and progress updates, among other pieces of information.

“Recognizing this trend, we introduced a new tool that helps learners fit education into their daily lives, we’ve taken another exciting step toward our mission of providing transformational learning experiences to anyone, anywhere,” Alex Sanchez, Product Management, Mobile Experiences, and Emerging Technology at Coursera, wrote in a blog post.

The Alexa Education Skill API integrates with Learning Management Systems (LMS), Student Information Systems (SIS), Classroom Management providers, and massively open online course (MOOC) platforms.

The new API will be available in preview by invitation only for the following interfaces:

  • Alexa.Education.Profile.Student
  • Alexa.Education.Course
  • Alexa.Education.Coursework
  • Alexa.Education.School.Communication
  • Alexa.Education.Grade.Course (coming soon)
  • Alexa.Education.Grade.Coursework (coming soon)

 

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