(Bloomberg) -- Educational software company Instructure Inc. said its board has rejected an increased offer Thoma Bravo and plans to put the original $2 billion takeover proposal from the private equity firm before a shareholder vote Friday.
Preliminary tallies showed Thoma Bravo failed to win the necessary majority support for its original bid of $47.60 a share in cash for the company, Bloomberg News reported Thursday. Instructure said in a regulatory filing the private equity firm then increased its bid to $48.50 a share, which was subsequently was rejected by the board.
The bid was rejected by the Instructure’s board, in part, because the new proposal had a more complex structure that would include a two-part tender offer. After consulting with shareholders, the board also determined the new price would not be sufficient to win investor support either based on feedback from shareholders, according to people familiar with the matter.
Instructure said in the filing the board had concerns about the certainty of closing under the revised terms, and the impact the new structure of the deal would have on the company’s operations and its relationships with clients, business partners and other stakeholders. Its board unanimously determined to reject the offer, taking into consideration, among other things, the feedback from over 20 shareholders.
The board decided it was in the best interest of shareholders to put the original offer to a vote.
A representative for Thoma Bravo declined to comment.
Thoma Bravo agreed to acquire Instructure in December before the price and sales process received investor pushback. Praesidium Investment Management, Rivulet Capital, Lateef Investment Management and Oberndorf Enterprises wrote letters to the board expressing their concerns about the sales process and price.
Shareholders representing about a third of the investor base said they planned to vote against the deal in interviews with Bloomberg and through public statements.
Compounding matters, two prominent shareholder advisory firms -- Institutional Shareholder Services Inc. and Glass Lewis & Co. -- recommended investors vote against the deal, citing concerns about the process, price and other issues.
Both said there was little risk for the Salt Lake City-based company to remain a standalone entity.
Instructure’s board supported the original deal terms, arguing the transaction came after 11 months of talks with potential suitors and followed a strategic review in which 40 parties were contacted and 19 confidentiality agreements signed.
(Updates with additional information throughtout)
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