UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☒ | Soliciting Material Pursuant to §240.14a-12 |
Instructure, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
1. | Title of each class of securities to which transaction applies:
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2. | Aggregate number of securities to which transaction applies:
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3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4. | Proposed maximum aggregate value of transaction:
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5. | Total fee paid:
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
1. | Amount Previously Paid:
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2. | Form, Schedule or Registration Statement No.:
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3. | Filing Party:
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4. | Date Filed:
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The following is an employee communication that has been sent via email to the employees of Instructure, Inc., a Delaware corporation (the “Company”) relating to the Company’s filing of a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on December 23, 2019:
From: Matthew Kaminer
Subject: Filing the Preliminary Proxy Statement
To: Matt Kaminer
All:
Most of our teams are heading into the holiday break shortly, but it’s important that I flag to you that this morning we took the next step in the acquisition process with Thoma Bravo by filing our preliminary proxy statement (https://www.sec.gov/Archives/edgar/data/1355754/000119312519321775/d812272dprem14a.htm) with the SEC. A proxy statement is a legally-required document that provides shareholders information and details on matters that will be brought up and voted on in the shareholder vote related to the proposed Thoma Bravo transaction.
As both employees and shareholders, I encourage you to review the proxy statement — particularly the Background of the Merger section (starting on page 26) and the Reasons for Merger section (starting on page 42).
After the SEC approves the preliminary proxy, it will be refiled as the definitive proxy statement, at least 10 days after today. That definitive proxy statement will be used by shareholders to guide their decision in the upcoming shareholder vote. We will address your questions during live Q&A sessions that will resume following the holiday break. In the meantime, let me know if you have any questions.
Best
Matt
Additional Information and Where to Find It
In connection with the proposed transaction, the Company, on December 23, 2019, filed with the SEC a preliminary proxy statement on Schedule 14A. The preliminary proxy statement is not final and may be further amended before the Company files its definitive proxy statement. The preliminary proxy statement contains and the definitive proxy statement will contain important information about the proposed transaction and related matters.Investors and security holders of the Company are urged to carefully read the entire preliminary proxy statement (and any amendments thereto and the definitive version thereof when such filings become available) and other filings made in connection therewith because such documents will contain important information about the proposed transaction.A definitive proxy statement will be sent to the stockholders of the Company seeking any required stockholder approvals.
Investors and security holders of the Company are able to obtain a free copy of the preliminary proxy statement, and will be able to obtain a free copy of any amendments thereto and the definitive proxy statement, as well as other relevant filings containing information about the Company and the proposed transaction, including materials that are incorporated by reference into the preliminary proxy statement (and materials that will be incorporated into the definitive version thereof), without charge, at the SEC’s website (http://www.sec.gov) or from the Company by contacting the Company’s Investor Relations at (866)574-3127, by email at Investors@instructure.com, or by going to the Company’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings.”
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of the Company’s directors and executive officers and their ownership of Company common stock is set forth in the Company’s annual report on Form10-K filed with the SEC on February 20, 2019 and the Company’s proxy statement on Schedule 14A filed with the SEC on April 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, are contained in the preliminary proxy statement filed with the SEC on December 23, 2019, and will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained, without charge, from the SEC or the Company as described in the preceding paragraph.
Notice Regarding Forward-Looking Statements
This communication contains forward-looking information related to the Company and the acquisition of the Company. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Company’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company’s ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Company’s products; new application introductions and the Company’s ability to develop and deliver innovative applications and features; the Company’s ability to provide high-quality service and support offerings; the Company’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or disposals.
Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms10-K,10-Q and8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov. These documents are available under the SEC filings heading of the Investors section of the Company’s website at https://ir.instructure.com/overview/default.aspx.
The forward-looking statements included in this communication are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.