Cash Offer Increased to $10.00 per Share
Increased Price Represents Best and Final
Offer
Amended Merger Agreement Approved by Board of
Directors
Special Meeting of Shareholders Adjourned to
May 6, 2016
Apollo Education Group, Inc. (NASDAQ: APOL) announced today
that it has received a revised offer from a consortium of investors
including The Vistria Group, LLC, funds affiliated with Apollo
Global Management, LLC and the Najafi Companies. Under the revised
terms, which represent a best and final offer, the consortium has
increased the price at which it would acquire the company to $10.00
per share in cash for both Class A and Class B shares.
This final offer price represents a 52 percent premium over the
closing price on Jan. 8, 2016, immediately prior to the
announcement that the Board of Directors was pursuing strategic
alternatives, and a 29 percent premium over Apollo Education
Group’s 30-day volume weighted average stock price for the period
ended Apr. 29, 2016.
The Apollo Education Group Board of Directors has evaluated
the revised offer and reiterates its recommendation that
shareholders vote FOR the adoption of the merger agreement.
“We are delighted that the increased purchase price will provide
our shareholders with $10.00 per share in cash at closing. The
Board believes that the increased offer clearly makes this
transaction an excellent outcome for shareholders, particularly
given the headwinds facing the company,” said Greg Cappelli, Chief
Executive Officer of Apollo Education Group. “We appreciate the
support of the many shareholders who have voted in favor of the
merger agreement and are confident that others will recognize the
value that this revised offer represents.”
At the Apr. 28 Special Meeting of Shareholders, nearly 58
percent of the Class A votes cast were FOR the proposed
transaction, with approximately 80 percent of the outstanding
shares voted to date. However, the votes to date in favor of the
transaction do not yet constitute a majority of the outstanding
shares.
As previously announced, the Special Meeting of Shareholders to
vote on the revised proposal is scheduled for May 6, 2016 at 1:00
PM Phoenix time at 4025 South Riverpoint Parkway, Phoenix, Arizona
85040, Rooms 101-102.
Shareholders who have already voted do not need to recast their
votes. Proxies previously submitted will be voted at the reconvened
meeting unless properly revoked. Shareholders who have not already
voted or wish to change their vote are encouraged to do so using
the instructions provided in the definitive proxy statement. No
other changes have been made in the proposals to be voted on by
shareholders at the special meeting.
The failure to return the proxy, or vote at the special meeting
in person, will have the same effect as a vote “against” the
merger. Apollo Education Group shareholders seeking copies of the
definitive proxy statement or with questions about the special
meeting may contact the company’s proxy solicitor, Innisfree
M&A Incorporated, toll-free at (888) 750-5834. Banks and
brokers should call at (212) 750-5833.
About Apollo Education Group, Inc.
Apollo Education Group, Inc. is one of the world’s largest
private education providers, serving students since 1973. Through
its subsidiaries, Apollo Education Group offers
undergraduate, graduate, professional development and other
non-degree educational programs and services, online and on-campus
principally to working learners. Its educational programs and
services are offered throughout the United States and
in Europe, Australia, Latin
America, Africa and Asia, as well as online
throughout the world. For more information about Apollo
Education Group, Inc. and its subsidiaries, call (800)
990-APOL or visit the Company’s website
at www.apollo.edu.
About The Vistria Group
The Vistria Group is a Chicago, IL based private investment firm
focused on investing in middle market companies in the healthcare,
education, and financial services sectors. Vistria’s team is
comprised of highly experienced operating partners and private
equity executives with proven track records of working with
management teams in building innovative market leading
companies.
About Apollo Global Management
Apollo Global Management is a leading global alternative
investment manager with offices in New York, Los Angeles, Houston,
Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg,
Mumbai, Delhi, Singapore, Hong Kong and Shanghai. Apollo Global
Management had assets under management of approximately $170
billion as of December 31, 2015 in private equity, credit and real
estate funds invested across a core group of nine industries where
Apollo Global Management has considerable knowledge and resources.
Apollo Global Management has significant experience investing in
the education sector with current and former private equity fund
investments in leading companies including McGraw Hill Education,
Connections Academy and Sylvan Learning Centers. The portfolio
companies owned by funds managed by affiliates of Apollo Global
Management are managed and operate independently from one another.
For more information about Apollo, please visit www.agm.com.
About Najafi Companies
Najafi Companies is an international private investment firm
based in Phoenix, Arizona, targeting education, media, consumer
products, internet services, and direct marketing sectors. The firm
makes highly selective investments in companies with strong
management teams across a variety of industries, often in areas
undergoing rapid transformation. Najafi Companies funds its
investments with internally generated capital, not through a fund.
The firm is able to move quickly and decisively when investing and
make investments that create maximum value for the long term.
Forward-Looking Statements Safe Harbor
Statements about Apollo Education Group and its business in this
release which are not statements of historical fact, including
statements regarding Apollo Education Group's future strategy and
plans and commentary regarding future results of operations and
prospects, are forward-looking statements and are subject to the
Safe Harbor provisions created by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
current information and expectations and involve a number of risks
and uncertainties. Actual plans implemented and actual results
achieved may differ materially from those set forth in or implied
by such statements due to various factors, including, without
limitation: (i) the timing of the completion of the merger; (ii)
the failure of Parent to obtain the necessary equity financing set
forth in the equity commitment letters received in connection with
the merger agreement or the failure of that financing to be
sufficient to complete the merger and the transactions contemplated
thereby; (iii) the inability to complete the merger due to the
failure to obtain shareholder approval or the failure to satisfy
other conditions to completion of the merger, including receipt of
required regulatory approvals; (iv) the risk that regulatory
agencies impose restrictions, limitations, costs, divestitures or
other conditions in connection with providing regulatory approval
of the merger; (v) the outcome of pending or potential litigation
or governmental investigations; (vi) disruptions resulting from the
proposed merger making it more difficult for Apollo Education Group
to maintain relationships with its students, customers, employees,
suppliers and strategic partners; (vii) competitive responses to
the proposed merger; (viii) unexpected costs, liabilities, charges
or expenses resulting from the merger; (ix) the inability to
obtain, renew or modify permits in a timely manner, or comply with
government regulations; (x) the inability to retain key personnel
of Apollo Education Group or its subsidiaries; (xi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement, including a termination of
the merger agreement under circumstances that could require Apollo
Education Group to pay a termination fee; (xii) unexpected expenses
or other challenges in integrating acquired businesses, student,
consumer or regulatory impact arising from consummation of such
acquisitions, and unexpected changes or developments in the
acquired businesses; (xiii) diversion of management’s attention
from ongoing business concerns; (xiv) limitations placed on Apollo
Education Group’s ability to operate its business by the merger
agreement; (xv) the impact of increased competition from
traditional public universities and proprietary educational
institutions; (xvi) the impact of the initiatives to transform the
University of Phoenix into a more-focused, higher-retaining and
less-complex institution, including the near-term impact on
enrollment; (xvii) the impact of Apollo Education Group’s ongoing
restructuring and cost-reduction initiatives; (xviii) impacts from
actions taken by our regulators that could affect the University of
Phoenix’s eligibility to participate in or the manner in which it
participates in U.S. Federal and state student financial aid
programs, including the recent requirement that all substantial
changes be approved by the U.S. Department of Education in advance;
(xix) further delay in the University of Phoenix’s pending
recertification by the U.S. Department of Education for
participation in Title IV student financial aid programs, or any
limitations or qualifications imposed in connection with any
recertification; (xx) the impact of any reduction in financial aid
available to students, including active and retired military
personnel, due to the U.S. government deficit reduction proposals,
debt ceiling limitations, budget sequestration or otherwise; (xxi)
changes in regulation of the U.S. education industry and
eligibility of proprietary schools to participate in U.S. Federal
student financial aid programs; (xxii) changes in the University of
Phoenix’s enrollment or student mix; (xxiii) the impact on student
enrollments of the announcement of the proposed merger and general
economic conditions; (xxiv) the impact of third party claims that
Apollo Education Group’s products and services infringe their
intellectual property rights; and (xxv) fluctuations in non-U.S.
currencies that could impact reported operating results of foreign
subsidiaries. For a discussion of the various factors that may
cause actual plans implemented and actual results achieved to
differ materially from those set forth in the forward-looking
statements, please refer to the risk factors and other disclosures
contained in Apollo Education Group's Form 10-K for fiscal year
2015, filed with the Securities and Exchange Commission (the “SEC”)
on October 22, 2015, Form 10-Q for the quarterly period ended
February 29, 2016, filed with the SEC on April 7, 2016, and other
filings with the SEC which are available at www.apollo.edu. The
cautionary statements referred to above also should be considered
in connection with any subsequent written or oral forward-looking
statements that may be issued by Apollo Education Group or persons
acting on Apollo Education Group's behalf. Apollo Education Group
undertakes no obligation to publicly update or revise any
forward-looking statements for any facts, events, or circumstances
after the date hereof that may bear upon forward-looking
statements. Furthermore, Apollo Education Group cannot guarantee
future results, events, levels of activity, performance, or
achievements.
Additional Information
This communication may be deemed to be solicitation material in
respect of the proposed sale of Apollo Education Group. In
connection with the proposed transaction, Apollo Education Group
has filed a definitive proxy statement on Schedule 14A with the SEC
on March 23, 2016 and has mailed the definitive proxy statement and
a form of proxy to the shareholders of Apollo Education Group on or
about March 25, 2016. Apollo Education Group’s shareholders are
encouraged to read the definitive proxy statement regarding the
proposed merger and any other relevant documents filed with the SEC
when they become available as they will contain important
information about the proposed merger. Apollo Education Group’s
shareholders will be able to obtain, without charge, a copy of the
definitive proxy statement and other relevant documents filed with
the SEC from the SEC’s website, www.sec.gov and Apollo Education
Group’s website, www.apollo.edu.
Participants in Solicitation
Apollo Education Group and its directors and officers may be
deemed to be participants in the solicitation of proxies from
Apollo Education Group's shareholders with respect to the proposed
merger. Information about Apollo Education Group’s directors and
executive officers and their ownership of Apollo Education Group’s
common stock is set forth in the definitive information statement
for Apollo Education Group’s 2015 Annual Meetings of Class A and
Class B Shareholders, which was filed with the SEC on December 23,
2015 and the definitive proxy statement on Schedule 14A, which was
filed with the SEC on March 23, 2016. Shareholders may obtain
additional information regarding the interests of Apollo Education
Group and its directors and executive officers in the proposed
merger, which may be different than those of Apollo Education
Group's shareholders generally, by reading the definitive proxy
statement and other relevant documents regarding the proposed
merger, when filed with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20160501005047/en/
For Apollo Education Group, Inc.:Voting
QuestionsInnisfree M&A IncorporatedShareholders: +1 888 750
5834Banks & Brokers: +1 212 750 5833orInvestorsBeth
Coronelli+1 312 660
2059beth.coronelli@apollo.eduorMediaBrunswick GroupTripp
Kyle / Tom Maginnis+1 212 333 3810apollo@brunswickgroup.comorFor
Apollo Global Management:InvestorsGary M. SteinHead of
Corporate CommunicationsApollo Global Management, LLC+1 212 822
0467gstein@apollolp.comorNoah GunnInvestor Relations ManagerApollo
Global Management, LLC+1 212 822
0540ngunn@apollolp.comorMediaCharles ZehrenRubenstein
Associates, Inc.+1 212 843 8590czehren@rubenstein.comorFor The
Vistria Group:Amy BrundageSKDKnickerbocker+1 202 464
6900abrundage@skdknick.comorFor The Najafi Companies:Anne
RobertsonLavidge Company+1 480 998 2600
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