WASHINGTON, Oct. 4, 2011 /PRNewswire/ -- Blackboard Inc.
(NASDAQ: BBBB) today announced the completion of its acquisition by
an investor group led by affiliates of Providence Equity Partners
in an all-cash transaction valued at approximately $1.64 billion in enterprise value, plus the
assumption of approximately $136
million in debt.
As previously announced, the transaction was approved by
Blackboard stockholders at a special meeting of stockholders held
September 16, 2011. Pursuant to the
terms of the acquisition agreement, Blackboard 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.
Michael Chasen, president and
chief executive officer of Blackboard, stated, "With similar values
and a common vision, we are excited to work with an experienced
partner like Providence. We
look forward to strengthening our position in the education
marketplace and serving our customers and the broader education
community with continued quality, excellence and innovation."
Peter Wilde, a Managing Director
at Providence, said, "Blackboard
is now an extremely valuable asset in our portfolio of education
investments. We are also combining our portfolio company, Edline,
with Blackboard which will significantly increase its presence in
the K-12 sector. Leveraging our experience in the education sector
along with the strength of the Blackboard management team, we
believe Blackboard will continue to drive and benefit from the
increasing penetration of digital technologies and content in
schools around the world."
Blackboard will remain headquartered in Washington, DC and continue to be led by its
existing senior management team. Steve
Alesio, former Chairman & CEO of Dun & Bradstreet
and a Senior Advisor of Providence Equity Partners, will become
Chairman of the Board. As a result of the consummation of the
acquisition, Blackboard will be delisted from the NASDAQ Global
Select Market.
Holders of certificated shares and uncertificated shares (i.e.,
holders whose shares are held in book entry form) of Blackboard
common stock will receive a letter of transmittal and instructions
on how to surrender their shares of Blackboard common stock in
exchange for the merger consideration and should wait to receive
the letter of transmittal and instructions before surrendering
their shares.
Barclays Capital acted as financial advisor to Blackboard's
Board of Directors and provided a fairness opinion in connection
with the transaction. Dewey & LeBoeuf LLP acted as legal
advisor to Blackboard's Board of Directors in connection with the
transaction. Weil, Gotshal & Manges LLP served as legal counsel
to Providence in connection with
the transaction. BofA Merrill Lynch, Deutsche Bank Securities and
Morgan Stanley & Co. LLC or an affiliate thereof served as
financial advisors and provided debt financing to Providence in connection with the transaction.
Davis Polk & Wardwell LLP acted
as legal advisor to the banks.
About Blackboard Inc.
Blackboard Inc. 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, entertainment,
communications and information services companies around the world.
The principals of Providence
manage funds with over $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.
Significant existing and prior investments include Altegrity,
Archipelago Learning, Bresnan Broadband Holdings, Casema,
Com Hem, Digiturk, Education
Management Corporation, eircom, Hulu, ikaSystems Corporation, Idea
Cellular, Kabel Deutschland, NexTag, PanAmSat, ProSiebenSat.1,
Recoletos, TDC, Univision, VoiceStream Wireless, Warner Music
Group, and Yankees Entertainment and Sports Network. 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.
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. Actual results may differ
materially from those indicated by such forward-looking statements
as a result of various important factors, and other risks
described in Blackboard's filings with the Securities and Exchange
Commission (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
August 4, 2011 with the SEC. In
addition, the forward-looking statements included in this press
release represent the Company's views as of October 4, 2011. While the Company may
elect to update these forward-looking statements at some point in
the future, the Company specifically disclaims any obligation to do
so, except as required by law.
SOURCE Blackboard Inc.