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Instructure To Be Acquired By KKR For $4.8 Billion

KKR

Instructure shareholders to receive $23.60 per share in cash; Instructure to become a privately held company upon completion of the transaction

SALT LAKE CITY, July 25, 2024 /PRNewswire/ — Instructure Holdings, Inc. (NYSE: INST) (“Instructure”), a leading learning ecosystem, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by KKR, a leading global investment firm, for $23.60 per share in an all-cash transaction valued at an enterprise value of approximately $4.8 billion. The per-share purchase price represents a premium of 16 percent over Instructure’s unaffected share price of $20.27 as of May 17, 2024, the last trading day prior to media reports regarding a potential transaction.  KKR, with participation from Dragoneer Investment Group, will acquire all outstanding shares, including those shares owned by Instructure’s existing majority owner, Thoma Bravo, a leading software investment firm, which took the company public in 2021.

The Instructure management team, led by CEO Steve Daly, will continue to lead the company in their current roles. KKR will support Instructure as it increases investment in technology and innovation across its leading, global learning platform, including its core Canvas and Parchment products.

“Our leadership team laid out an aggressive go-forward strategy in our investor day presentation earlier this year,” said Daly. “We believe Instructure has a significant growth runway as we focus on core markets, unlocking new opportunities and continuing to build the Instructure Learning Ecosystem. It was immediately apparent that KKR is aligned with our long-term vision and growth strategy and we look forward to working closely with them. Together, we’ll expect to build on our position as the education platform that powers learning for a lifetime and turns education into opportunities for all learners globally.”

Instructure is a leading global provider of learning management, education-tech effectiveness and credentialing solutions. The Instructure ecosystem of products enhances the lives and outcomes of students, professional learners and educators. The company has impacted approximately 200 million learners across more than 100 countries with a thriving community of over 1,000 partners. Together with its expansive network of educators, learners and partners, the company is committed to broadening its platform and delivering $1B in revenue by 2028.

“Given its unique positioning at the center of academic life, Instructure has a distinct opportunity to be a true end-to-end partner to students, teachers and administrators,” said Webster Chua, Partner at KKR. “Instructure has evolved into an expansive platform focused on delivering strong student outcomes under Thoma Bravo’s stewardship. We look forward to working with Steve and the Instructure management team to accelerate growth and continue scaling its global portfolio of products.”

KKR is making its investment in Instructure through its North America Fund XIII.

KKR will support Instructure in creating a broad-based equity ownership program to provide all of the company’s 1,700 employees the opportunity to further participate in the benefits of ownership after the transaction closes. This strategy is based on the belief that team member engagement through ownership is a key driver in building stronger companies. Since 2011, more than 50 KKR portfolio companies have awarded billions of dollars of total equity value to over 100,000 non-senior management employees.

“This transaction is the result of a deliberate and thoughtful process and ultimately a great outcome for all shareholders,” said Holden Spaht, Managing Partner at Thoma Bravo. “We’ve thoroughly enjoyed working with Steve and the Instructure management team to transform the business into a scaled, durable platform and we are excited to watch the next chapter of growth unfold under KKR’s ownership.”

Brian Jaffee, a Partner at Thoma Bravo, added, “Since our initial investment four and a half years ago, it’s been an incredible journey supporting such an important company in the global education technology market. Instructure has evolved into a true platform technology provider and we look forward to watching the KKR team build on the company’s impressive foundation in the years to come.”

TRANSACTION DETAILS

The transaction, which was unanimously approved by the Instructure Board of Directors, is expected to close later this year, subject to customary closing conditions, including receipt of required regulatory approvals. In addition to approval by the Instructure Board of Directors, Instructure stockholders holding a majority of the outstanding voting securities of Instructure are expected to approve the transaction by written consent. Once the foregoing written consent has been delivered, no further action by other Instructure stockholders will be required to approve the transaction.

Upon completion of the transaction, Instructure’s common stock will no longer be listed on the New York Stock Exchange and Instructure will become a privately held company. The Company will remain headquartered in Salt Lake City.

SECOND QUARTER 2024 FINANCIAL RESULTS   

Instructure plans to publish its second quarter 2024 financial results on August 2, 2024 and will not host a live conference call.

ADVISORS

J.P. Morgan Securities LLC acted as the lead financial advisor, Macquarie Capital also acted as a  financial advisor to Instructure and Kirkland & Ellis LLP is serving as the legal advisor to Instructure.  Morgan Stanley & Co. LLC, Moelis & Company LLC and UBS Investment Bank acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal advisor to KKR.

ABOUT INSTRUCTURE

Instructure (NYSE: INST) powers the delivery of education globally and provides learners with the rich credentials they need to create opportunities across their lifetimes. Today, the Instructure ecosystem of products enables educators and institutions to elevate student success, amplify the power of teaching, and inspire everyone to learn together. With our global network of learners, educators, partners and customers, we continue to deliver on our vision to be the platform that powers learning for a lifetime and turns that learning into opportunities. We encourage you to discover more at www.instructure.com.

ABOUT KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

ABOUT DRAGONEER

Dragoneer Investment Group is a growth-oriented investment firm with over $23 billion under management and a flexible mandate to invest in high-quality businesses in both the public and private markets. For over a decade, Dragoneer has partnered with management teams growing exceptional companies, characterized by sustainable differentiation and superior economic models. The firm seeks to deliver attractive returns while maintaining a focus on capital preservation and margin of safety. Dragoneer looks to partner with the best businesses globally and has been an investor in companies such as Airbnb, Alibaba, AmWINS, Atlassian, AppFolio, Bytedance, Dayforce, Clearwater Analytics, Datadog, Doordash, Livongo, Nubank, PointClickCare, Procore, Samsara, Slack, Snowflake, Spotify, Uber, among others.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. All statements other than statements of historical fact, including statements about the proposed acquisition of Instructure Holdings, Inc. (the “Company”), are forward-looking statements. Forward-looking statements give the Company’s current expectations relating to the proposed merger and related transactions.   Company’s financial condition, results of operations, plans, objectives, future performance and business.  You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company.

Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s shares of common stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the related merger agreement, including in circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts the Company’s current plans and operations; (vi) the Company’s ability to retain, hire and integrate skilled personnel including the Company’s senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed transaction; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) unexpected costs, charges or expenses resulting from the proposed transaction; (ix) the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; (x) potential litigation relating to the proposed merger that could be instituted against the parties to the proposed merger or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xi) the impact of adverse general and industry-specific economic and market conditions; (xii) certain restrictions during the pendency of the proposed merger that may impact the Company’s ability to pursue certain business opportunities or strategic transaction; (xiii) risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations; (xiv) the impact of inflation, rising interest rates, and global conflicts; (xv) uncertainty as to timing of completion of the proposed merger; (xvi) risks that the benefits of the proposed merger are not realized when and as expected; and (xvii) other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s subsequent Quarterly Reports on Form 10-Q, each filed with the Securities Exchange Commission (the “SEC”). The Company cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, the Company cannot assure you that the Company will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or affect the Company or the Company’s operations in the way the Company expects. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the pending merger. The Company will prepare an information statement for its stockholders, containing the information with respect to the proposed merger specified in Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended, and describing the pending merger. When completed, a definitive information statement will be mailed or provided to the Company’s stockholders. This press release is not a substitute for the information statement, or any other document, that the Company may file with the SEC or send to its stockholders in connection with the proposed merger.

INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER.

The Company’s stockholders may obtain free copies of the documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investor Relations page of the Company’s website at https://ir.instructure.com under the link “Financials” or by contacting the Company’s Investor Relations by e-mail at investors@instructure.com.

NO OFFER
No person has commenced soliciting proxies in connection with the proposed transaction referenced in this press release, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.

CONTACT

Instructure:
JP Schuerman
Corporate Communications
jp.schuerman@instructure.com

KKR:
Julia Kosygina or Emily Cummings
(212) 750-8300

SOURCE Instructure

 

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Jacobs Holding to acquire ILERNA

IK Partners

Lleida/Zurich/Paris, 18 July 2024 – Jacobs Holding is pleased to announce it has agreed to acquire ILERNA, a leading provider of official vocational education in Spain from Skill & You, a portfolio company of IK Partners (“IK”). Alongside the company’s management team and employees, Jacobs Holding will support ILERNA in building on its leading position, helping it to expand its innovative education offering and making its qualifications accessible to an even broader range of people. The investment in ILERNA is strongly aligned with Jacobs Holding’s strategy to invest in European champions in the Education Sector, one of its three focus sectors.

Founded in Lleida, Catalonia, in 2014, ILERNA is a leading player in the Spanish vocational education space with over 46,000 students. The organization offers a wide range of online courses designed to meet the evolving needs of both students and employers. In recent years, ILERNA has developed a physical presence with 11 centers providing onsite instruction to complement its comprehensive online offering. With the support of Jacobs Holding, ILERNA will further enhance its educational programs, expand its curriculum, promote advanced technological tools, and extend its physical footprint. ILERNA has been a subsidiary of the French Skill & You Group since 2019. Skill & You was acquired by IK in 2021.

Tim Franks, CEO, and Justin Lewis-Oakes, Managing Director, of Jacobs Holding commented: “We have identified vocational education as a highly attractive sector within the European education landscape and Spain as a highly dynamic market with significant further growth opportunities. The online segment provides access to a broad demographic of students who are able to upskill flexibly around existing life commitments in order to enhance their long-term career opportunities. We are excited to back industry leading ILERNA in its next stage of growth, and to partner with co-founders Jordi Giné and Virginia Agelet, two accomplished and innovative leaders in the space.”

Jordi Giné Llorens, CEO of ILERNA, said: “We would like to thank IK Partners for their continuous support over the past three years. It has been a tremendous journey with a tripling of the size of the group and new campuses in Barcelona, Cordoba, Jerez, Lleida, Madrid, Tarragona, Seville, and Valladolid. We would like to welcome Jacobs Holding on board. They have unmatched experience in the global education sector and will provide further support for our next phase of ambitious development.”

Rémi Buttiaux and Diki Korniloff, Partners at IK, added: “ILERNA’s growth achievements stand as a testament to the remarkable leadership of its management team. We wish them well for their next growth phase with Jacobs Holding and look forward to seeing ILERNA thrive in its next chapter.”

Media contacts:

For Jacobs Holding:
Lemongrass Communications, Andreas Hildenbrand
andreas.hildenbrand@lemongrass.agency
+41 44 202 52 38

For IK Partners:
Vidya Verlkumar
vidya.verlkumar@ikpartners.com
+44 7787 558193

About Jacobs Holding AG

Jacobs Holding is a global professional investment firm founded by late entrepreneur Klaus J. Jacobs. Jacobs Holding invests in mid to large size companies active in its three core sectors of consumer, education and healthcare, which enjoy leading market positions and have further growth and value creation potential. The current portfolio of Jacobs Holding consists of Cognita, Colosseum Dental Group, North American Dental Group as well as a large stake in the publicly traded company Barry Callebaut AG. The sole economic beneficiary of Jacobs Holding is the Jacobs Foundation, one of the world’s leading charitable foundations for the promotion of development opportunities for children and young people. Their work focuses on ensuring that scientific understanding of how children learn sits at the core of teaching and learning practices and informs the development and implementation of education policy. Since the foundation was established in 1989, around CHF 900 million has been paid out cumulatively.

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About IK Partners

IK Partners (“IK”) is a European private equity firm focused on investments in the Benelux, DACH, France, Nordics and the UK. Since 1989, IK has raised more than €16.5 billion of capital and invested in over 180 European companies. IK supports companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit ikpartners.com.

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BPP acquires Buttercups Training

Tdr Capital

BPP, a leading provider of professional and vocational higher education, has completed the acquisition of Buttercups Training, a market-leading training provider delivering high-quality programmes to pharmacists, pharmacy technicians, and support staff working in hospitals, community pharmacy and primary care.

Buttercups’ deep understanding of the sector, combined with their experienced team of professionals, has resulted in them becoming the number one training provider for the UK’s largest pharmacy groups, creating a significant positive impact on the UK healthcare workforce. This acquisition adds an exciting new discipline to BPP’s portfolio by creating a presence in the pharmacy sector.

Graham Gaddes, CEO of BPP, added: “The acquisition of Buttercups Training introduces a new discipline into our healthcare portfolio. There is an unprecedented demand for Pharmacists and Pharmacy Technicians in the UK, and this shortfall is set to continue to increase. The acquisition of Buttercups will allow us to support their growth plans and through exceptional training programmes, focus on bridging the skills gap in the healthcare sector. This in turn builds on our vision of ‘Building Careers Through Education’. The highly experienced team at Buttercups Training are a great cultural fit for BPP, and we look forward to welcoming them into the BPP Education Group.”

Learn more about our investment in BPP.

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EQT to acquire a majority position in Universidad Europea, a leading private higher education platform in Spain and Portugal

eqt
  • Universidad Europea is a leading private higher education platform in Spain and Portugal, operating 12 campuses
  • Increasing access to higher education is a priority for governments worldwide, with robust demand for private higher education to help complement public options in Europe and to support the employability of young graduates
  • EQT to help the Company develop its position as a leading higher education player, investing into existing and new campuses and regions, and bolstering its digital initiatives

EQT is pleased to announce that the EQT Infrastructure VI fund (“EQT”) has agreed to acquire a majority position in Universidad Europea (the “Company”) from Permira, who will retain a significant minority stake in the Company.

Established in 1996, Universidad Europea is one of the largest and fastest-growing private university networks in Europe, offering high-quality undergraduate and graduate degree programs, as well as advanced career programs tailored to today’s job market. It offers in-person and online modalities in a wide range of fields, including in Sports, Social Sciences and STEAM (science, technology, engineering, the arts, and mathematics) subjects and a strong focus on its Health Studies offering which is a particularly high-demand segment.

Today, Universidad Europea has 3,400 employees and comprises a network of 54,000 students and 130,000 alumni across 12 campuses, offering more than 500 degrees and 110 new official value-add programs. It offers a premium academic model focused on experiential learning, complemented with high-quality faculty, state-of-the-art facilities and cutting-edge technology, delivering superior student outcomes.

The tightly regulated and resilient Spanish and Portuguese private higher education markets are expected to grow over coming years, driven by demographic trends as well as demand from international students in Europe and Latin America who view Spain as an attractive destination to pursue higher education.

EQT will support Universidad Europea by investing in its existing campuses and applying its in-house digital team to enhance the Company’s online proposition for students seeking access to hybrid and remote learning models. EQT will draw upon its local presence and international expertise to support the Company in establishing campuses in new regions.

Anna Sundell, Partner within the EQT Value-Add Infrastructure Advisory team, said: “Partnering with Universidad Europa is an opportunity to invest in one of the leading higher education institutions in Europe. We have followed the Company for a long time and are deeply impressed by the high quality academic model, innovative approach and establishment of new state-of-the art campuses in both Spain and Portugal. This investment is aligned with EQT’s approach as long term active owners of companies that provide essential services to society. We look forward to working together with the management team and Permira in this exciting next phase for the Company.”

Asís Echániz, Partner within the EQT Value-Add Infrastructure Advisory Team, and Head of Spain, added: “Universidad Europea is a leading higher education platform with a differentiated brand, a strong network of partnerships and students and an excellent track record of growth. We are excited to start working with the Company’s management team, contributing our expertise owning essential infrastructure assets, our responsible ownership principles and our local knowledge to help deliver a strong academic proposition for students seeking access to high quality education services.”

Otilia de la Fuente, CEO of Universidad Europea, commented: “With Permira as our trusted partner, we´ve achieved remarkable success over the past four years. Together, we have strengthened the quality of our academic model for our students and embarked on ambitious expansion initiatives, including the establishment of new campuses and infrastructures. None of these milestones would have been possible without the unwavering dedication and collaborative efforts of our teams. As we enter this new chapter, we extend a warm welcome to EQT and we are excited to explore the boundless opportunities that lie ahead in this extraordinary venture. Joining forces with EQT, alongside Permira, allows us to continue our journey of innovation and growth, furthering our mission of changing lives through higher education.”

The transaction is subject to customary conditions and approvals. It is expected to close in Q3-Q4 2024.

EQT was advised by Deutsche Bank (financial), Allen & Overy (legal).

With this transaction, EQT Infrastructure VI is expected to be 30-35% percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on target fund size.

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of EQT Infrastructure VI will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.

Contact
EQT Press Office, press@eqtpartners.com

About EQT
EQT is a purpose-driven global investment organization with EUR 232 billion in total assets under management (EUR 130 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, X, YouTube and Instagram

About Universidad Europea
Universidad Europea is a dynamic institution, focused on bringing value to society and actively contributing to its progress. True to its innovative vocation, it promotes applied research and sustains its activities by empowering individuals through an international educational model connected with the professional world and of high academic quality. This philosophy has made it a leading private university in Spain and Portugal.

Currently, there are more than 54,000 undergraduate and postgraduate students who each year receive face-to-face or hybrid education at one of its campuses or online. In Spain: Universidad Europea de Madrid, which comprises Universidad Europea School, Universidad Europea de Valencia, and Universidad Europea de Canarias. Real Madrid – Universidad Europea School, and Centro de Estudios Garrigues. In Portugal: Universidade Europeia, with IADE as one of its faculties, and IPAM. 

More info: www.universidadeuropea.com

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Endless completes sale of Educational resources supplier Findel to leader in European B2B ecommerce Manutan

Endless

Endless has successfully exited its investment in educational resources supplier Findel to Paris-headquartered leader in European B2B ecommerce Manutan.

Endless originally acquired Findel in April 2021 from Studio Retail Group plc. Findel is now widely recognised as a market leader within UK educational resources supplies.

Headquartered in Hyde, Greater Manchester, Findel also has a distribution centre and offices in Nottingham and employs around 300 people. Today, the company’s brands and websites offer more than 32,000 products to educators and parents based in the UK and overseas with the business exporting to 130 countries.

Commenting on the sale, Findel chief executive, Chris Mahady, said: “It’s been a remarkable three years with the Endless team, where we have transformed the business from an unloved and non-core division of a plc to the digital leader in our sector with ESG at the heart of our operations and culture.

“We’ve invested in our family of brands, giving them each a distinct identity that matches their customers wants and needs. We’ve invested in our operations and systems to ensure we can, and are, giving our customers the best experience we can with most orders delivered within 24 hours.

“Endless also encouraged us to be brave with our ESG commitments and we completed a refinancing with a Sustainability Linked Loan. This has impactful ESG-related covenants and we made further public commitments by joining the Science Based Targets Initiative.

“As a business, we had always done a lot in the communities in which we operate and we then launched the Findel Foundation as the umbrella for all of our charitable and social work supporting children and education.

“It was as a result of this sustainable, in every sense, business transformation that we were then able to attract a fantastic business like Manutan to become our new long-term owner.”

Manutan, which has a specialism in educational supplies, employs 2,200 people and operates 28 subsidiaries across 17 European countries, including the UK. The business offers in excess of 800,000 products to its customers and has a turnover of €946m. The company’s mission is ‘enterprising for a better world.’

Endless investment partner, Andy Ross, added: “It has been an absolute pleasure working closely with Chris and the entire team at Findel. Working with a team who cares so passionately about what they do and, importantly, how they do it, was a real privilege. Our role in this partnership was to provide guidance and support to the management team to help them unlock the huge latent potential in the business.

“At Endless, we are only ever a temporary custodian of a business, but I’m incredibly proud of what our teams have achieved over the last three years and look forward to see what they can do as part of the Manutan Group in the future.”

Owner and chairman of Manutan Group, Xavier Guichard, said: “Following on from our strong growth in recent years, we’re delighted to be acquiring Findel, whose culture, focus on people, performance and shared values, is totally aligned with our own principles.

“We also share the same business model, which combines the strengths of digital technology (our e-commerce solutions) with a strong focus on sustainability, providing service excellence to customers and suppliers.”

The investment in Findel was managed by Andy Ross and David Isaacs from Endless. Endless was advised on the sale by Rob Burden and his team at Clearwater (corporate finance) and Debbie Jackson and her team at Walker Morris (legal). Due diligence support was provided by CIL (commercial), KPMG (financial and tax), Anthesis (ESG) and Intechnica (digital). All values relating to the acquisition are undisclosed.

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BPEA EQT to commence Tender Offer to privatize Benesse Holdings, Inc. in partnership with its founding family

eqt

EQT is pleased to announce that BPEA Private Equity Fund VIII (“BPEA EQT”) has agreed to partner with the founding family of Benesse Holdings, Inc. (“Benesse”, or the “Company”, ticker symbol: TSE 9783) to commence a Tender Offer to privatize the Company. Benesse is Japan’s leading education and nursing care provider and is listed on Tokyo Stock Exchange. The Company’s board of directors has approved the Tender Offer and recommends that shareholders tender into the Tender Offer, once commenced.

Headquartered in Okayama, Japan, Benesse is Japan’s largest provider of education services for all ages and is a household brand within the domestic education sector. Moreover, the Company is also the largest operator of fee-paying nursing care homes in Japan and operates over 350 facilities nationwide. Benesse has over 16,000 employees and JPY 411.8 billion (USD 2.7 billion) in net sales as of FY March 2023.

Japan’s education sector is growing, driven by an increasing demand for adult training and reskilling of its labor force, as well as increased demand for eLearning modalities in the K-12 segment. The nursing care sector is also growing, driven by demographic tailwinds of Japan’s aging population. Together with the founding family, EQT aims to further accelerate Benesse’s growth, leveraging its vast experience from developing education and elderly care platforms worldwide.

With this transaction, BPEA Private Equity Fund VIII is expected to be 40-45 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication).

Please note that the commencement and consummation of the Tender Offer are subject to conditions.

Contact
EQT Press Office, press@eqtpartners.com

 

Regulations on Solicitation
This press release is intended to provide information relating to the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanation Statement concerning the Tender Offer and make an offer to sell their shares at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sell or purchase, any securities, and neither this press release (or a part of this press release) nor its distribution shall be interpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be relied upon at the time of entering into any such agreement.

US Regulations
The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards provided by the Financial Instruments and Exchange Act of Japan, which procedures and standards are not necessarily identical to the procedures and information disclosure standards applied in the United States. Specifically, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; “Securities Exchange Act”) or the rules promulgated under such Sections do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with the procedures and standards thereunder. Any financial information in this press release has been prepared based on Japanese generally accepted accounting principles and may not necessarily be directly comparable to financial statements of companies in the United States. Also, because the tender offeror and the Company are corporations incorporated outside the U.S. and their directors are non-U.S. residents, it may be difficult to exercise rights or demands against them that can be claimed based on U.S. securities laws. In addition, shareholders may not be permitted to commence any legal procedures in courts outside the U.S. against non-U.S. corporations or their directors based on a breach of U.S. securities laws. Furthermore, U.S. courts are not necessarily granted jurisdiction over non-U.S. corporations or their directors.

The financial advisors of the tender offeror or the Company, and the tender offer agent and their respective affiliates may, within their ordinary course of business, purchase, or conduct any act toward the purchase of, the shares of the Company for their own account or for their customers’ accounts outside the Tender Offer prior to the commencement of, or during, the period of the Tender Offer in accordance with the requirements of Rule 14e-5(b) under the Securities Exchange Act to the extent permissible under the financial instruments and exchange laws and other applicable laws and regulations in Japan. If any information concerning such purchase is disclosed in Japan, the disclosure of such information will be made in the United States in a similar manner. 

The tender offeror and its affiliates may purchase, or conduct any act toward the purchase of, the shares of the Company prior to the commencement of the Tender Offer in accordance with the requirements of Rule 14e-5(b) under the Securities Exchange Act to the extent permissible under the financial instruments and exchange laws and other applicable laws and regulations in Japan, and to the extent described in this press release. If any information concerning such purchase is disclosed in Japan, the disclosure of such information will be made in the United States in a similar manner.

If shareholders exercise their right to demand purchase of shares less than one unit in accordance with the Companies Act, the Company may purchase its own shares during the tender offer period in accordance with legal procedures.

All the procedures in connection with the Tender Offer shall be taken in the Japanese language. While a part or all of the documents in connection with the Tender Offer may be prepared in English, the Japanese documents shall prevail in case of any discrepancies between Japanese documents and corresponding English documents.

This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act. The actual results may be grossly different from the projections implied or expressly stated as “forward-looking statements” due to known or unknown risks, uncertainties or other factors. None of the tender offeror, the Company or any of their respective affiliates assures that such express or implied projections set forth herein as “forward-looking statements” will eventually prove to be correct. “Forward-looking statements” contained herein were prepared based on the information available to the tender offeror as of the date of this press release and, unless required by laws and regulations, neither the tender offeror nor its related parties including related companies shall have the obligation to update or correct the statements made herein in order to reflect the future events or circumstances.

Other National Regulations
Some countries or regions may impose restrictions on the announcement, issue or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes only.

About EQT
EQT is a purpose-driven global investment organization with EUR 232 billion in total assets under management (EUR 128 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
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Oakley Capital extends IU Group partnership with continuation vehicle

Oakley

Oakley Capital (“Oakley”) is pleased to announce it has raised a continuation fund to extend its partnership with IU Group (“IU” or “the Group”), the largest and fastest growing university in Germany and a global leader in education technology. Oakley’s continuation fund, backed by investors including TPG GP Solutions, HarbourVest Partners, Goldman Sachs Asset Management, Glendower Capital and Pantheon, is acquiring the business alongside Oakley Capital Fund V from Oakley Capital Fund III (“Fund III”). The business has performed significantly ahead of its original investment case and Fund III will realise a gross return of 85% IRR on its exit subject to completion.

IU is a digital disruptor in the very large and structurally growing higher education market, providing high quality, flexible and affordable online learning to adults and high school leavers.

IU Group
Fund III first invested in IU Group in 2017.

The transaction

The transaction extends Oakley’s successful partnership with IU Group and its senior management which began with its investment back in 2017. Oakley’s continued ownership and control of IU in combination with the leadership team running the business will ensure the long-term delivery of the Group’s vision to democratise education globally.

IU is a digital disruptor in the very large and structurally growing higher education market, providing high quality, flexible and affordable online learning to adults and high school leavers. The Group was an early adopter of artificial intelligence, successfully leveraging AI tools including early ‘natural language processing’ to scale its offering, and improve learning delivery and engagement with students. IU has the highest form of state accreditation in Germany and recently added separate U.K. and Canadian accreditations to its portfolio.

Oakley’s investment

Oakley has supported IU with investment in talent acquisition by leveraging its network to broaden the Group’s management team, as well as investing in student outcomes and marketing excellence. Significant investment in technology has enhanced IU’s IT delivery platform, enabling it to accelerate and scale every step in the value chain, from content creation to marketing and learning delivery. The Group has also hired more professors and opened new campuses to support blended teaching.

These investments have helped deliver strong student outcomes and increased enrolments. Student numbers have grown from 15,000 in 2017 to over 100,000 today. IU’s unique, digital platform now offers 350 accredited bachelor and master courses, representing the largest portfolio of degree programmes worldwide. IU has achieved an industry leading Net Promoter Score of 50+ and best-in-class student retention and outcomes.

Quote Sven Schütt

We are pleased to continue our partnership with Oakley which will help us drive the next phase of growth and continue our vision to democratise education across the globe. We are excited by the tremendous opportunity to further scale our business in our core markets as well as internationally.

Sven Schütt

CEO — IU Group

IU are democratising higher education by making it accessible to all:

Non-academic backgrounds

70% of IU students come from non-academic backgrounds.

Scholarships

The Group offers thousands of scholarships every year to students from disadvantaged backgrounds and developing countries.

B Corp

In keeping with its commitment to ESG, the business is working towards becoming a B Corp company.

IU Group is now on track to deliver c.€500 million in revenues in 2023. Oakley’s renewed partnership with IU will drive the next phase of the Group’s growth, with continued growth in existing markets, accelerated internationalisation driven by organic growth and acquisitions in key geographies. IU already offers more than 70 English language accredited bachelor’s and master’s degrees and will expand the portfolio over the next phase.

IU is also leveraging the power of Artificial Intelligence as the first global university to deploy an AI-powered teaching assistant across all its English programmes in order to enhance the individual learning journey for students.

Lazard acted as sole financial advisor to Oakley Capital in connection with the transaction.

Quote Peter Dubens

Sven and his team have redefined modern university education. They have consistently delivered on their ambitious targets, improved student outcomes, innovating with AI driven delivery, and expanding into new verticals and geographies. We are excited to continue to support IU as the Group accelerates its international growth.

Peter Dubens

Managing Partner — Oakley Capital

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FMTC safety welcomes Smile Invest as partner for next growth phase

Fields Group

On 31st of January Benelux investor Smile Invest has acquired a majority stake in FMTC safety. FMTC safety is a market leading player in the field of certified safety training for professionals in the (off-/onshore) wind, oil & gas and maritime sectors. Smile Invest, together with management, acquires the shares from investor FIELDS Group and founder Rob Bruinsma.

FMTC safety, founded in 2014, provides certified safety training for professionals in the (off-/onshore) wind, oil & gas and maritime markets. FMTC safety has obtained a market leading position in the Netherlands and has – since opening its first location abroad in 2019 – obtained an ever more important role in the worldwide market. FMTC safety has, next to its 6 locations where training is provided, a strong digital platform and e-learning environment. FMTC safety is situated on a unique location next to Schiphol Amsterdam, with locations in the Netherlands, France, Saudi-Arabia and the United States. Together with management, Smile Invest acquires the shares from founder Rob Bruinsma and FIELDS Group, who have supported the business since 2017 in further expanding the business. The current management will stay in place and also Rob Bruinsma will remain involved with FMTC Safety.

Michel Hogervorst (CEO), who is leading the business since 2020 and has played an important role in the internationalisation and professionalisation of the business, will remain active in his current role and will co-invest alongside Smile Invest: “Smile Invest joining FMTC safety marks the start of the next growth phase of the business. Smile Invest brings an abundance of experience in the field of international expansion. Together with the management team, Rob Bruinsma and FIELDS Group we have expanded the business from a local player into a worldwide renowned player in the field of safety training. In this next phase, where quality will remain paramount while we will further expand the business, we believe that Smile Invest with its broad international network and entrepreneurial approach will be of great value for FMTC safety.”

Ivo Vincente and Ad Notenboom, (Managing) Partners at Smile Invest, add: “We are impressed with the professionalism and quality of the organisation in combination with the international position that FMTC safety has obtained in this relatively short period of time. We strongly believe in the further international growth ambitions through which FMTC safety can further expand its market share through organic and inorganic growth. The entrepreneurial character, combined with its strong growth ambitions, exposure to the durable wind sector and the ever increasing focus of the business on the digital environment fit perfectly within our investment focus. We look forward to support FMTC safety in this next phase of growth.

Joris van Gils, Partner at FIELDS Group: “With great pleasure we have teamed up with FMTC safety, Rob Bruinsma, Michel Hogervorst and the entire team to further professionalize the business and internationalize FMTC safety. Together we managed to triple the business in size and develop the company from one training location to a worldwide provider of safety training with 6 locations without loosing its DNA based on entrepreneurship, flexibility and quality. We wish FMTC safety, the entire team and Smile Invest the best in the further development of the business.”

About Smile Invest:

Smile Invest (Smart Money for Innovation Leaders) is a European evergreen investor with €350 million capital under management, backed by 40 entrepreneurial families with a long term focus on innovative and growing companies. Smile Invest focuses on companies around three investment themes: digitalisation, healthcare & well-being and sustainability and currently has a portfolio of 15 companies. From its offices in The Hague and Leuven the team supports ambitious entrepreneurs and managers in realising their growth plans.

Contact Smile Invest:
Ivo Vincente, Managing Partner • ivo.vincente@smile-invest.com ) +31 622 91 92 32

Ad Notenboom, Partner • ad.notenboom@smile-invest.com ) +31 6 54 28 60 98

About FIELDS Group:

FIELDS Group is an entrepreneurial hands-on investor focused on developing companies with potential. FIELDS Group invests in companies with headquarters in Benelux and the DACH region and realizes true transformations with its team.  www.fields.nl

Contact FIELDS Group:
Joris van Gils, Partner • j.vangils@fields.nl ) +31 641 31 33 39

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Aurora Capital Partners Backed Grace Hill Acquires Edge2Learn and Ellis Partners in Management Solutions

Aurora Capital

GREENVILLE, S.C., Dec. 6, 2022 /PRNewswire/ — Grace Hill, an innovator of talent and customer management solutions for commercial and multi-family real estate, announced today that it has acquired Edge2Learn, an e-learning company providing training and policy management solutions in the multifamily industry, and Ellis Partners in Management Solutions (“Ellis”), a provider of mystery shopping and resident and employee survey solutions.  Financial terms of the transaction were not disclosed.

Edge2Learn and Ellis provide e-learning as well as policy, survey, mystery shopping and data-driven insights to help property owners and operators retain top talent and improve property operating and financial performance.  The companies have established a deep stable of industry leading content with over 600 online training courses that serve multi-family rental communities, including conventional, affordable, student and senior markets.  Together, the combined company will provide a next-generation employee and property intelligence platform that maximizes an employee’s potential and a company’s bottom line.

“Edge2Learn and Ellis share our commitment to developing best-in-class training, mystery shopping and management solutions to help leading real estate operators and owners increase property performance, reduce operating risk and grow and develop employees,” said Kendall Pretzer, CEO of Grace Hill.  “By bringing our resources together, we will create a clear leader in the industry, enabling us to further deliver on our mission to improve employee performance and development while delivering important insights to owners and operators.  I look forward to working with Joanna, Francis and the rest of the Edge2Learn and Ellis teams to continue advancing the innovative tools we offer the multi-family and commercial real estate industries.”

“Grace Hill, Edge2Learn and Ellis have established well-deserved reputations as leaders in real estate training and customer feedback,” said Joanna Ellis, Co-Founder and Chief Executive Officer of Edge2Learn and Ellis.  “We are excited to partner with the Grace Hill and Aurora teams to create a one-of-a-kind company that understands and continues to prioritize the needs of our combined customer base.”

“This combination will allow us to leverage the best of both companies,” added Francis Chow, Co-Founder and Chief Strategy Officer of Edge2Learn and Ellis.  “Together, we will combine the best talent and integrated solutions to provide exceptional service to our customers with an expanded product portfolio, all while investing in new and innovative solutions to continue to address our customers’ most critical operating challenges.”

“We identified Grace Hill as a unique market leader with significant growth potential, and this is exactly the type of transformative transaction we look to execute early in our hold period,” said Rob Fraser, Partner at Aurora.  “The combination of these leading businesses and management teams will enhance long-standing customer relationships through a larger suite of scalable management and training solutions and deeper customer service capabilities, and we will invest aggressively to continue to be the innovation leader in the market.”

Since partnering with Aurora in May 2021, Grace Hill has enhanced its management team with the appointment of Kendall Pretzer as CEO in May 2021 and the addition of Charles Loop as Chief Financial Officer, Todd Harkness as Chief Revenue Officer, Rob Beauchamp as Chief Product Officer and Traci Johnson as Chief Marketing Officer.

Massumi + Consoli LLP and Gibson Dunn & Crutcher LLP served as legal advisors to Grace Hill.

About Grace Hill
Grace Hill provides technology-enabled performance solutions that help owners and operators of real estate properties increase property performance, reduce operating risk and grow top talent. Its industry-leading solutions covering policy, training, assessment, survey, and data-driven insights are bolstered by years of real estate experience, in-depth service-level expertise and outstanding customer support. Today, more than 500,000 real estate professionals from more than 1,700 companies rely on talent performance solutions from Grace Hill. Visit us at gracehill.com or on LinkedIn.

About Edge2Learn
Edge2Learn is an e-learning company whose focus is the Property Management Industry and specializes in property management training and policy management solutions. With almost 40 years of industry experience and a commitment to increase multifamily performance, Edge2Learn is passionate about delivering education, assessment, and policies that maximizes benefits for both companies and employees. Edge2Learn program engages learners and prepares them to deliver a superior customer experience. Also, in turn, it improves operating performance and reduces corporate liability risks and overall employee turnover.

About Ellis
Established in 1984 to evaluate customer service and performance of onsite leasing professionals through comprehensive mystery shopping reports, Ellis has become the nation’s leading apartment mystery shopping company.  The growing demand to further understand and improve lead conversion encouraged the company to expand into resident retention services in 2011, introducing multiple touchpoint resident survey programs that allow clients to understand their customer’s journey through customer feedback.  In conjunction with its survey platform, Ellis offers employee surveys that provide insight into the level of engagement with and loyalty to your organization and help you better understand your employees’ personal goals for career growth.

About Aurora Capital Partners
Aurora Capital Partners is a leading private equity firm focused principally on control investments in middle-market companies with leading market positions, stable industry dynamics, attractive business model characteristics and actionable opportunities for growth in partnership with management. Aurora provides unique resources to its portfolio companies through its Strategy & Operations Program and its team of experienced operating advisors. Aurora’s investors include leading public and corporate pension funds, endowments and foundations active in private equity investing. For more information about Aurora Capital Partners, visit: www.auroracap.com.

Media Contacts
Grace Hill
LinnellTaylor Marketing
Darcey Leach
(303) 682-5005
darcey@linnelltaylor.com

Aurora Capital Partners
ASC Advisors
Taylor Ingraham / Harriet Hartman
203-992-1230
tingraham@ascadvisors.com / hhartman@ascadvisors.com

SOURCE Aurora Capital Partners

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EdTech unicorn GoStudent to acquire DACH’s leading, centre-based tutoring company, Studienkreis, from IK Partners in landmark deal

IK Partners

GoStudent accelerates hybrid learning strategy to fuel future growth

Global tutoring market projected to reach USD 278 billion by 2026

Vienna / Berlin – December 2, 2022 – GoStudent, Europe’s leading EdTech company and one of the world’s largest online tutoring agents, today announced the acquisition of Studienkreis, the market leader in centre-based tutoring in the DACH region, from IK Partners (“IK”). The transaction accelerates GoStudent’s strategy to combine the best of both the online and offline world and to give people access to quality education through technology.

The global online tutoring market, valued at USD 150 billion in 2020, is projected to reach USD 278 billion by 2026[1]. Coupled with a global learning crisis that includes teacher shortages, learning gaps and access to education, GoStudent is leading the conversation on the future of learning that will deliver more value to families across Europe.

Over the past 12 months the company made a number of strategic acquisitions including UK-based Seneca Learning, Tus Media Group from Spain and Fox Education from Austria. These acquisitions allowed the company to extend into AI-based learning content, improve and increase access to tutors and the addressable market and offer communication solutions for schools and families. With the integration of Studienkreis, the company can now address families with a preference for centre-based learning or group classes. This positions GoStudent firmly at the forefront of the morning, afternoon and content education market.

“Over 1.5 million online tutoring sessions are booked each month at GoStudent, but we believe the future of learning is hybrid. Combining online and offline creates an omnichannel model which brings maximum value to families and builds a barrier for competitors,” explained Felix Ohswald, CEO and co-founder of GoStudent. “With today’s announcement, GoStudent now offers a full spectrum of learning solutions for every type of student and budget. In addition to our core, 1:1, online tutoring, we offer everything from freemium products to group classes. It’s this winning combination that will fuel our future growth while at the same time boosting profitability.”

Established in 1974, Studienkreis is Germany’s leading tutoring company with over 1,000 learning centres across the country. A pioneer in online learning since 2012, the company serves 125,000 families every year in the DACH region. Under the ownership of IK since 2017, Studienkreis expanded to Austria through the acquisition of LernQuadrat in 2018 and strengthened its market-leading position in DACH through increased brand awareness and the provision of high-quality tutoring services. By combining offline tutoring with online services as well as own-developed digital tools, Studienkreis shares a vision for developing a blended learning experience.

“Since our first meeting, it was clear the two companies shared a passion and belief that the future of learning is hybrid, and we believe technology is key to enabling that. GoStudent’s position in the online world, together with our strong brand and physical position in Germany, will create a blueprint for building individual, dynamic learning paths so each student can not only improve their grades but unlock their full potential,” added Lorenz Haase, CEO, Studienkreis. “We are very excited to be part of this next phase of growth.”

Nils Pohlmann, Partner at IK, added: “It has been a pleasure working with Lorenz and his team at Studienkreis. Education and people are the essence of our modern society and Studienkreis and GoStudent are leading players for tutoring services. We wish them the very best for their joint journey.”

Studienkreis will continue operating independently under its current leadership team while the two companies aim to identify synergies over time.

-ENDS-

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