Cash Offer Increased to $10.00 per Share
Increased Price Represents Best and Final Offer
Amended Merger Agreement Approved by Board of Directors
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Special Meeting of Shareholders Adjourned to May 6, 2016
PHOENIX & NEW YORK--(BUSINESS WIRE)--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.
Contacts
For Apollo Education Group, Inc.:
Voting Questions
Innisfree
M&A Incorporated
Shareholders: +1 888 750 5834
Banks &
Brokers: +1 212 750 5833
or
Investors
Beth
Coronelli
+1 312 660 2059
or
Media
Brunswick
Group
Tripp Kyle / Tom Maginnis
+1 212 333 3810
or
For
Apollo Global Management:
Investors
Gary M. Stein
Head
of Corporate Communications
Apollo Global Management, LLC
+1
212 822 0467
or
Noah
Gunn
Investor Relations Manager
Apollo Global Management, LLC
+1
212 822 0540
or
Media
Charles
Zehren
Rubenstein Associates, Inc.
+1 212 843 8590
or
For
The Vistria Group:
Amy Brundage
SKDKnickerbocker
+1
202 464 6900
or
For
The Najafi Companies:
Anne Robertson
Lavidge Company
+1
480 998 2600