USD 260 M DEAL - Higher One Announces Sale to Blackboard Affiliate for $5.15 Per Share
Higher One Announces Sale to Blackboard Affiliate for $5.15 Per Share
All-Cash Sale Price Represents 37.3% Premium and Values Higher One Equity at $260 million
Culmination of Strategic Alternatives Process First Announced in December 2015
Business Wire
NEW HAVEN, Conn. -- June 30, 2016
Higher One Holdings, Inc. (NYSE:ONE) (“Higher One”) announced today it has entered into a definitive agreement to sell the company to an affiliate of Blackboard, the world’s leading education technology company, for $5.15 in cash per share. The all-cash sale price represents a 37.3% premium over the closing price of the Higher One Holdings shares on June 29, 2016 and an equity value of $260 million.
“Today’s announcement is the culmination of a strategic review process undertaken by our Board of Directors, with the assistance of senior management and financial and legal advisors, as first announced in December 2015. After contacting approximately 60 potential bidders and multiple rounds of competitive bidding and negotiations, Higher One is confident the substantial all-cash premium offered by this transaction maximizes shareholder value and is in the best interest of our shareholders, customers and employees,” said Paul Biddelman, chairman of the Higher One Board of Directors. “Following up on the successful consummation of the sales of the data analytics business and the refunds disbursements business, the Board is pleased to be able to approve this transaction to deliver cash-certain value into the hands of our shareholders.”
“Today’s announcement marks another milestone of success for the Higher One team and our shareholders,” added Marc Sheinbaum, CEO of Higher One. “Our management team and employees have been exceptional over the last year in balancing support for the efforts of the Board and company leadership to maximize value for shareholders through the pursuit of strategic transactions with attention to the maintenance and growth of our strong operations.”
The acquisition will allow for future integration of Higher One’s CASHNet platform providing secure bill presentment, online and in-person payments, and student payment plan services with the Blackboard Transact business line. CASHNet serves over 700 campuses and millions of students nationwide.
Transaction Details
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of Winchester Acquisition Corp., a newly formed subsidiary of Blackboard Inc.’s ultimate parent company, and Higher One. Winchester Acquisition Corp. will commence a tender offer for all outstanding shares of common stock of Higher One at a price of $5.15 in cash per share of Higher One. Following the consummation of the tender offer, Higher One shares not tendered in the tender offer will be converted in a second-step merger into the right to receive the same $5.15 in cash per share paid in the tender offer. The closing of the tender offer and the second-step merger are subject to customary conditions, including the valid tender of a majority of outstanding shares of common stock of Higher One and receipt of antitrust clearance, and is expected to occur in the third quarter of 2016. There is no financing condition to the consummation of the tender offer or the second-step merger.
Raymond James served as financial advisor and Cleary Gottlieb Steen & Hamilton LLP served as legal advisor to Higher One.
About Higher One, Inc.
Higher One, Inc., which is a wholly-owned subsidiary of Higher One Holdings, Inc. and doing business as CASHNet®, is a leading payments technology provider for higher education headquartered in New Haven, Connecticut with offices in Oakland, California; Atlanta, Georgia and Chennai, India. The company’s CASHNet Payment Platform, which has been trusted for nearly 30 years, has helped college and university campuses implement PCI-compliant processes for simplifying electronic billing, accepting payments all over campus, offering flexible tuition payment plans and creating online storefronts. Higher One supports more than 700 college and university campuses and millions of students across the U.S. Visit www.higherone.com to learn more.