Capella Education Company to Report Second Quarter 2018 Results on Aug. 1, 2018; Receives Higher Learning Commission Approval...
2018年7月10日 - 5:30AM
ビジネスワイヤ(英語)
Capella Education Company (NASDAQ:CPLA), a leading
educational services company, today announced that it will release
second quarter 2018 financial results before the market opens on
Wednesday, Aug. 1, 2018.
The Company also announced that it received notice that its
regional accreditor, the Higher Learning Commission, has approved
the change of ownership of Capella University in connection with
the merger between Capella University’s parent company, Capella
Education Company, and Strayer Education, Inc., the parent company
of Strayer University. Upon closing, Strayer Education, Inc. will
be renamed Strategic Education, Inc. The merger is expected to
close on or before Aug. 1, 2018.
In light of the expected merger close, Capella Education Company
will not be hosting an investor conference call to discuss second
quarter 2018 results. The press release will be posted at
www.capellaeducation.com in the investor relations section.
Merger Background
As announced on Oct. 30, 2017, Capella Education Company and
Strayer Education, Inc. (“Strayer”) (NASDAQ:STRA) agreed to combine
in an all-stock merger of equals transaction, creating a national
leader in education innovation. As previously disclosed, on Nov.
22, 2017, the U.S. Federal Trade Commission granted early
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. In addition,
on Jan. 19, 2018, the Company and Strayer announced that
shareholders of both companies voted to approve the proposals to
effect the merger. The proposed merger remains subject to
the satisfaction of customary closing conditions.
Additional Information and Where to Find It
Investors and security holders are urged to carefully review and
consider each of Strayer’s and Capella’s public filings with the
Securities and Exchange Commission (the “SEC”), including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. The documents filed by Strayer with the SEC
may be obtained free of charge at Strayer’s website at
www.strayereducation.com, in the “Investor Relations” tab at the
top of the page, or at the SEC’s website at www.sec.gov. These
documents may also be obtained free of charge from Strayer by
requesting them in writing to 2303 Dulles Station Boulevard,
Herndon, VA 20171. The documents filed by Capella with the SEC may
be obtained free of charge at Capella’s website at
http://www.capellaeducation.com, in the “Investor Relations” tab at
the top of the page, or at the SEC’s website at www.sec.gov. These
documents may also be obtained free of charge from Capella by
requesting them in writing to 225 South 6th Street, 9th Floor,
Minneapolis, Minnesota 55402.
In connection with the proposed transaction, on
November 20, 2017, Strayer filed a registration statement on
Form S-4 with the SEC which included a joint proxy statement of
Strayer and Capella and a prospectus of Strayer. The registration
statement was amended on December 8, 2017. On January 19,
2018 at their respective special meetings, Strayer’s stockholders
approved the issuance of Strayer common stock and the amendment and
restatement of Strayer’s charter, each in connection with the
merger, and Capella shareholders approved the Agreement and Plan of
Merger, dated as of October 29, 2017, by and among Strayer,
Capella and Sarg Sub Inc. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS OF STRAYER AND CAPELLA ARE
URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT
PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders can obtain the registration
statement and the joint proxy statement/prospectus free of charge
from the SEC’s website or from Strayer or Capella as described
above. The contents of the websites referenced above are not deemed
to be incorporated by reference into the registration statement or
the joint proxy statement/prospectus.
No Offer or Solicitations
This document shall not constitute an offer to sell or buy or
the solicitation of an offer to buy or sell any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933.
Forward Looking Statements
This communication contains certain forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of
1995 (the “Reform Act”). Such
statements may be identified by the use of words such as “expect,”
“estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,”
“outlook,” “plan,” “project,” or similar words and may include
statements with respect to, among other things, the proposed Merger
of a wholly-owned subsidiary of Strayer with and into Capella,
including the expected timing of completion of the Merger; the
anticipated benefits of the Merger, including estimated synergies;
the combined company’s plans, objectives and expectations; future
financial and operating results; and other statements that are not
historical facts. The statements are based on Strayer’s and
Capella’s current expectations and are subject to a number of
assumptions, uncertainties and risks. In connection with the
safe-harbor provisions of the Reform Act, Strayer and Capella have
identified important factors that could cause Strayer’s or
Capella’s actual results to differ materially from those expressed
in or implied by such statements. The assumptions, uncertainties
and risks include:
- the risk that the Merger may not be
completed in a timely manner or at all due to the failure to
satisfy conditions to completion of the Merger;
- the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement;
- the outcome of any legal proceeding
that may be instituted against Strayer, Capella and others
following the announcement of the Merger;
- the amount of the costs, fees, expenses
and charges related to the Merger;
- the risk that the benefits of the
Merger, including expected synergies, may not be fully realized or
may take longer to realize than expected;
- the risk that the Merger may not
advance the combined company’s business strategy and growth
strategy;
- the risk that the combined company may
experience difficulty integrating Strayer’s and Capella’s employees
or operations;
- the potential diversion of Strayer’s
and Capella’s management’s attention resulting from the proposed
Merger; and
- other risks and uncertainties
identified in Strayer’s and Capella’s filings with the SEC.
Actual results may differ materially from those projected in the
forward-looking statements. Strayer and Capella undertake no
obligation to update or revise forward-looking statements.
About Capella Education Company
Capella Education Company (http://www.capellaeducation.com) is
an educational services company that provides access to
high-quality education through online postsecondary degree programs
and job-ready skills offerings needed in today’s market. Capella’s
portfolio of companies is dedicated to closing the skills gap by
providing the most direct path between learning and employment.
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version on businesswire.com: https://www.businesswire.com/news/home/20180709005847/en/
Capella Education CompanyInvestor Contact:Heide
Erickson, 612.977.5172Heide.Erickson@capella.eduorMedia
Contact:Mike Buttry, 612.977.5499Mike.Buttry@capella.edu
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