Capella Education Company Shareholders Approve Proposed Merger with Strayer Education, Inc.
19 Janvier 2018 - 10:05PM
Business Wire
Capella Education Company to Report Fourth
Quarter and Full Year 2017 Results on March 1, 2018
Capella Education Company (NASDAQ: CPLA) announced today
that at a special meeting this morning, its shareholders approved a
proposal to effect the previously announced merger between Capella
Education Company and Strayer Education, Inc.
As a result of the proposed merger, Strategic Education, Inc.
will be the corporate entity under which both Capella University
and Strayer University will continue to operate as independent and
separately accredited institutions. Together, the two universities
will serve approximately 80,000 students across all 50 states. The
combination is expected to achieve corporate level efficiencies
that will enable each university to accelerate innovations that
improve affordability, and enhance academic and career outcomes for
students. The proposed merger, which is anticipated to close in the
third quarter of 2018, is subject to the satisfaction of customary
closing conditions, including approvals by the Department of
Education, State regulators, and relevant accreditation bodies.
For more information on the proposed merger and shareholder
voting results, see the definitive proxy statement filed with the
Securities and Exchange Commission on Dec. 8, 2017, and 8-K filed
on Jan. 19, 2018, available on the Securities and Exchange
Commission’s website, www.sec.gov, and Capella Education Company’s
website, www.capellaeducation.com in the investor relations
section.
Capella Education Company also announced today that it will
release fourth quarter and full year 2017 financial results after
the market closes on Thursday, March 1, 2018. The press release
will be archived at www.capellaeducation.com in the investor
relations section. In light of the pending merger, Capella
Education Company will not be hosting an investor conference call
following the issuance of its fourth quarter and full year 2017
earnings release.
About Capella Education Company
Capella Education Company (http://www.capellaeducation.com) is
an educational services company that provides access to
high-quality education through online postsecondary degree programs
and job-ready skills offerings needed in today’s market. Capella
Education Company’s portfolio of companies is dedicated to closing
the skills gap by providing the most direct path between learning
and employment.
Forward Looking Statements
This communication contains certain forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of
1995 (the “Reform Act”). Such
statements may be identified by the use of words such as “expect,”
“estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,”
“outlook,” “plan,” “project,” or similar words and may include
statements with respect to, among other things, the proposed merger
(the “Merger”) of a wholly-owned
subsidiary of Strayer Education, Inc. (“Strayer”) with and into Capella Education Company
(“Capella”), including the expected
timing of completion of the Merger; the anticipated benefits of the
Merger, including estimated synergies; the combined company’s
plans, objectives and expectations; future financial and operating
results; and other statements that are not historical facts. The
statements are based on Capella’s current expectations and are
subject to a number of assumptions, uncertainties and
risks. In connection with the safe-harbor provisions of the
Reform Act, Capella has identified important factors that could
cause Capella’s actual results to differ materially from those
expressed in or implied by such statements. The assumptions,
uncertainties and risks include:
- the risk that the Merger may not be
completed in a timely manner or at all due to the failure to
satisfy other conditions (including obtaining required regulatory
and educational agency approvals) to completion of the Merger;
- the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement;
- the outcome of any legal proceeding
that may be instituted against Capella, Strayer, and others
following the announcement of the Merger;
- the amount of the costs, fees, expenses
and charges related to the Merger;
- the risk that the benefits of the
Merger, including expected synergies, may not be fully realized or
may take longer to realize than expected;
- the risk that the Merger may not
advance the combined company’s business strategy and growth
strategy;
- the risk that the combined company may
experience difficulty integrating Capella’s and Strayer’s employees
or operations;
- the potential diversion of Capella’s
management’s attention resulting from the proposed merger; and
- other risks and uncertainties
identified in Capella’s filings with the Securities and Exchange
Commission.
Actual results may differ materially from those projected in the
forward-looking statements. Capella undertakes no obligation to
update or revise forward-looking statements.
Additional Information and Where to Find It
Investors and security holders are urged to carefully review and
consider each of Capella’s and Strayer’s public filings with the
Securities and Exchange Commission (the “SEC”), including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current Reports
on Form 8-K and their Quarterly Reports on Form 10-Q. The documents
filed by Capella with the SEC may be obtained free of charge at
Capella’s website at www.capellaeducation.com, in the “Investor
Relations” section, or at the SEC’s website at www.sec.gov. These
documents may also be obtained free of charge from Capella by
requesting them in writing to 225 South 6th Street, Minneapolis, MN
55402. The documents filed by Strayer with the SEC may be obtained
free of charge at Strayer’s website at www.strayereducation.com, in
the “Investor Relations” tab at the top of the page, or at the
SEC’s website at www.sec.gov. These documents may also be obtained
free of charge from Strayer by requesting them in writing to 2303
Dulles Station Boulevard, Herndon, VA 20171.
In connection with the proposed transaction, on Nov. 20, 2017,
Strayer filed a registration statement on Form S-4 with the SEC
which included a joint proxy statement of Strayer and Capella and a
prospectus of Strayer. The registration statement was amended on
Dec. 4, 2017 and declared effective on Dec. 8, 2017. On Jan. 19,
2018 at their respective special meetings, Capella shareholders
approved the Agreement and Plan of Merger dated as of Oct. 29,
2017, by and among the Company, Capella and Sarg Sub Inc., and
Strayer’s shareholders approved the issuance of Strayer common
stock and the amendment and restatement of Strayer’s charter, each
in connection with the Merger. INVESTORS AND SECURITY HOLDERS OF
CAPELLA AND STRAYER ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT AND PROXY STATEMENT, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders can obtain the
registration statement and the Proxy Statement free of charge from
the SEC’s website or from Capella or Strayer as described above.
The contents of the websites referenced above are not deemed to be
incorporated by reference into the registration statement or the
Proxy Statement.
No Offer or Solicitations
This document shall not constitute an offer to sell or buy or
the solicitation of an offer to buy or sell any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933.
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version on businesswire.com: http://www.businesswire.com/news/home/20180119005676/en/
Capella Education CompanyInvestor Contact:Heide
Erickson, 612-977-5172Heide.Erickson@capella.eduorMedia
Contact:Mike Buttry, 612-977-5499Mike.Buttry@capella.edu
Capella Education Company (MM) (NASDAQ:CPLA)
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