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To Our Education Family:

I want to share a few updates with you related to our corporate leadership and ongoing acquisition plans. 

First, today we announced that Dan Goldsmith has informed us of his intent to step down as CEO. Dan will remain with the company until March 6, 2020 to help with the transition. As an executive team, we are grateful to Dan for his strategic guidance and leadership. During his time as CEO, Dan made meaningful contributions to the company that enhanced our platform and expanded the reach of our business in important ways.

Our executive team will work together as part of an Office of the CEO to help with this transition while our Board searches for Dan’s successor. 

I also want to share an update with you related to our proposed acquisition by Thoma Bravo.  This morning, our Board also announced an amendment to the agreement, under which Instructure will be acquired for $49.00 per share through what is known as a tender offer. Unlike in a vote structure, under the tender offer structure, anyone who currently owns shares in Instructure can choose to participate in the tender offer. We believe this is the most appropriate approach for Instructure. Thoma Bravo will begin its tender offer by February 24.

Please know that through these changes, our Customer Success Organization remains focused on helping you, our education family, to be as successful as possible. Please do not hesitate to reach out to your CSMs, or me, if any questions arise.

Most importantly, this leadership transition will not affect you, our customers, or our desire to help you achieve your organizational outcomes. Our focus remains on powering the future of education by building, servicing, and supporting our incredible Canvas customer base.

As an executive team, we realize some of this can seem overwhelming, but we will continue building products and helping this community to create the best educational experiences possible. We also promise to continue to be as transparent as possible.

Thanks for your help and patience through this process.

Keep Learning,

Melissa

 

Additional Information and Where to Find It
The tender offer described in this communication has not yet been commenced. This announcement and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. At the time the tender offer is commenced, Instructure Holdings, LLC (“Parent”), a limited liability company affiliated with Thoma Bravo, and PIV Merger Sub, Inc., a wholly owned Subsidiary of Parent, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (collectively, the “Tender Offer Documents”), and the Company intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with respect to the tender offer. Parent and the Company intend to mail these documents to the Company’s stockholders. Investors and security holders of the Company are urged to carefully read the Tender Offer Documents and the Recommendation Statement, each as may be amended or supplemented from time to time, and any other filings made in connection therewith when they become available before making any decision with respect to the tender offer because such documents will contain important information about the proposed transactions and the parties thereto.

Investors and security holders of the Company will be able to obtain a free copy of the Tender Offer Documents and the Recommendation Statement and any supplements or amendments thereto, as well as other relevant filings, including materials that are incorporated by reference into those documents, without charge, at the SEC’s website (http://www.sec.gov) or from the Company by contacting the Company’s Investor Relations at (866) 574-3127, by email at [email protected], or by going to the Company’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings.”

Notice Regarding Forward-Looking Statements
This communication contains forward-looking information related to the Company and the proposed acquisition of the Company in a tender offer. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Company’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company’s ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Company’s products; new application introductions and the Company’s ability to develop and deliver innovative applications and features; the Company’s ability to provide high-quality service and support offerings; the Company’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or disposals.

Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov. These documents are available under the SEC filings heading of the Investors section of the Company’s website at https://ir.instructure.com/overview/default.aspx.

The forward-looking statements included in this communication are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

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