Item 8.01 Other Events.

As previously announced, on December 4, 2019, Instructure, Inc., a Delaware corporation (the "Company" or "Instructure"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with PIV Purchaser, LLC, a Delaware limited liability company ("Parent"), and PIV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. On January 7, 2020, the Company filed with the Securities and Exchange Commission (the "SEC") a revised definitive proxy statement (the "Definitive Proxy Statement") with respect to the special meeting of Instructure stockholders scheduled to be held on February 13, 2020 in connection with the Merger (the "Special Meeting").

Litigation Related to the Merger

In connection with the Merger, after the Definitive Proxy Statement was filed, two stockholder class action lawsuits have been filed:



    (i) in the United States District Court of Delaware, captioned Post v.
        Instructure, Inc. et al., Case No. 1:20-cv-00034-RGA (the "Post
        Complaint"); and


    (ii) in the United States District Court of Delaware, captioned Zhang v.
         Instructure, Inc. et al., Case No. 1:20-cv-00042-UNA (the "Zhang
         Complaint", and together with the Post Complaint, the "Complaints")

The Complaints generally allege, among other things, that Instructure and the members of its Board of Directors purportedly omitted material information from the Proxy Statement and the Zhang Complaint includes additional claims with respect to breach of fiduciary duties and allegations that the Merger and the process that led to it was procedurally and substantively flawed. The Complaints also allege claims against the members of the Company's Board of Directors. The Complaints seek, among other things, additional disclosure of facts relating to the Merger and/or injunctive relief. Additional similar lawsuits may be filed in the future. The Company believes that the plaintiffs' allegations in the Complaints lack merit and will vigorously defend against these and any subsequently filed similar actions. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily disclose such additional filings. The foregoing description is qualified in its entirety by reference to the Complaints which are attached hereto as Exhibits 99.1, and 99.2, and are incorporated by reference herein.

Additional Information and Where to Find It

In connection with the proposed transaction, on January 7, 2020 the Company filed with the SEC a revised definitive proxy statement on Schedule 14A (the "Amended Proxy Statement"), as well as other relevant documents concerning the proposed transaction. The Company mailed the Amended Proxy Statement and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction or about January 14, 2020. Investors and security holders of the Company are urged to carefully read the Amended Proxy Statement (and any amendments thereto when such filings become available) and other filings made in connection therewith because such documents will contain important information about the proposed transaction.

Investors and security holders of the Company are able to obtain a free copy of the Amended Proxy Statement, and will be able to obtain a free copy of any amendments thereto, as well as other relevant filings containing information about the Company and the proposed transaction, including materials that are incorporated by reference into the Amended Proxy Statement, 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 Form 10-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 the Amended Proxy Statement, and will be contained in the 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 Forms 10-K, 10-Q and 8-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.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits.

 Exhibit
 Number          Exhibit Description

   99.1            Complaint, Post v. Instructure, Inc. et al., Case No.
                 1:20-cv-00034-RGA, filed on January 10, 2020

   99.2            Complaint, Zhang v. Instructure, Inc. et al., Case No.
                 1:20-cv-00042-UNA, filed on January 14, 2020

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses