Praesidium Investment Management Co. LLC will vote against Thoma Bravo LLC's proposed acquisition of education software company Instructure Inc.
Praesidium, which owns about 2.9 million shares or an approximately 7.5% stake in Instructure, said the deal "significantly undervalues" the company. It claimed that the offer's per-share price of $47.60 is lower by more than 10% than Instructure's closing share price of $52.96 on Dec. 3, a day prior to the deal's announcement.
In a letter to Instructure's board, the investment firm also said the sale process "was rushed" and "lacks transparency." It noted that a strategic review of Instructure took less than two weeks, and that the company's board did not provide financial information to Praesidium even after signing a nondisclosure agreement on the process.
Praesidium also raised concerns about potential conflicts of interest involving the "core team" in charge of the sale process. The investor said Instructure CEO Dan Goldsmith, Chief Legal Officer Matt Kaminer and Executive Chairman Josh Coates are not independent. Praesidium added that Instructure Director Kevin Thompson, who is also president and CEO of SolarWinds Corp., had worked with Thoma Bravo, which was part of an investor consortium that acquired the IT company.
Praesidium's complaints echoed those of fellow Instructure shareholder and hedge fund Rivulet Capital LLC, which is also opposing the transaction.
Praesidium and Sachem Head Capital Management LP had reportedly been pushing for Instructure to pursue a sale as early as November.