Apollo Education Group, Inc. (NASDAQ: APOL) today announced
that its shareholders have approved the merger agreement for the
proposed acquisition by a consortium of investors, including The
Vistria Group, LLC, funds affiliated with Apollo Global Management,
LLC (NYSE: APO) and the Najafi Companies.
More than 63 percent of the Class A shares voted at Apollo
Education Group’s Special Meeting of Shareholders today voted in
favor of the transaction, representing approximately 54 percent of
all outstanding Class A shares. One hundred percent of Class B
shares voted in favor of the proposals. At completion of the
merger, Apollo Education Group shareholders will receive $10.00 per
share in cash.
“We appreciate the support from our shareholders in approving
this transaction,” said Greg Cappelli, Chief Executive Officer of
Apollo Education Group. “This has been a robust process in which
our Board of Directors reviewed many strategic alternatives and
found this transaction to be in the best interest of all
stakeholders. We believe this new ownership structure will allow
Apollo Education Group to continue to transform University of
Phoenix, further expand our global operations, drive operational
efficiency and serve as the leading provider of high quality
education for working adults.”
Tony Miller, Partner at The Vistria Group who will become
Chairman of the Apollo Education Group upon transaction close,
said, “We are committed to making University of Phoenix the most
trusted provider of career-relevant higher education for working
adults in the country. We have a vision for how to dramatically
improve student outcomes, while addressing the concerns from
critics of the for-profit education industry. It remains our belief
that success is rooted in graduating students with the knowledge
and skills that employers need, in an affordable way that ensures a
compelling return on their educational investment.”
The transaction is subject to financial, operational and
customary closing conditions. It is also subject to foreign and
domestic regulatory conditions and approvals, including by the U.S.
Department of Education, the Higher Learning Commission, and state
regulatory and programmatic accreditation bodies. The acquisition
is expected to be completed by year-end 2016.
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, Ill.-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, LLC 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 $173
billion as of March 31, 2016 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.
Affiliates of Apollo Global Management have significant experience
managing investments 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, Ariz., 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 satisfy 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, Form 10-Q for the quarterly period ended November
30, 2015, filed with the SEC on January 11, 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160506005834/en/
For Apollo Education Group, Inc.:InvestorsApollo
Education Group, Inc.Beth Coronelli, +1
312-660-2059beth.coronelli@apollo.eduorMediaBrunswick
GroupTripp Kyle / Tom Maginnis, +1
212-333-3810apollo@brunswickgroup.comorFor Apollo Global
Management:InvestorsApollo Global Management, LLCGary M.
Stein, +1 212-822-0467Head of Corporate
Communicationsgstein@apollolp.com orApollo Global Management,
LLCNoah Gunn, +1 212-822-0540Investor Relations
Managerngunn@apollolp.com orMediaRubenstein Associates,
Inc.Charles Zehren, +1 212-843-8590czehren@rubenstein.comorFor The
Vistria Group:SKDKnickerbockerAmy Brundage, +1
202-464-6900abrundage@skdknick.comorFor The Najafi
Companies:Lavidge CompanyAnne Robertson, +1 480-998-2600
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