According to the Complaint, Instructure, Inc. is a leading software-as-a-service technology company that provides learning management system software to the global education market and employee development and engagement solutions for people-focused companies via its Bridge platform.

This action stems from a proposed transaction announced on December 4, 2019, pursuant to which Instructure, Inc. will be acquired by affiliates of a fund managed by Thoma Bravo, LLC.

On January 2, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction, which scheduled a stockholder vote on the Proposed Transaction for February 13, 2020. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.