Higher One in Sale to Blackboard

June 30, 2016

Cleary Gottlieb is representing long-time client Higher One, a leading payments technology provider for higher education, in its proposed acquisition by an affiliate of Blackboard Inc., the world’s leading education technology company, for approximately $260 million.

The transaction is the culmination of a previously announced strategic review process, which Cleary has been advising Higher One on, and was announced on June 30, 2016.

Pursuant to the transaction, structured as a two-step tender offer under DGCL Section 251(h), Blackboard will commence a tender offer for all issued and outstanding shares of Higher One common stock at a price of $5.15 in cash per share.  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. Pending HSR approval and the satisfaction of other customary conditions, the transaction is scheduled to close in the third quarter of 2016.