On January 27, 2020, Instructure Inc. announced that it has issued a statement in response to the recommendation issued by Institutional Shareholder Services Inc. regarding the Company’s previously announced definitive merger agreement to be acquired by Thoma Bravo, LLC for $47.60 per share in cash. The Company stated that it disagrees with the conclusion reached by ISS. The Company stated that it conducted an exhaustive, conflict-free, and well-publicized strategic review process, allowing any party to make its interest known to the Board and despite these efforts and a post-signing ‘go-shop’ period, no other party expressed serious interest in continuing purchase discussions at a price in excess of $47.60 per share. The Company expressed its view that Thoma Bravo’s $47.60 per share all-cash transaction represents the best possible path to maximize stockholder value because it delivers certain and compelling value. In addition, the Company stated that the Board of Directors recommended the stockholders to vote in favor of the transaction at the special meeting of stockholders, which is scheduled to be held on February 13, 2020.