UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Rule 14a-101)
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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APOLLO
EDUCATION GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY NOTE
Apollo Education Group, Inc. issued the attached press release on April 15, 2016.
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Apollo Education Group, Inc.
News Release
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Apollo Education Group Receives Recommendation from Glass Lewis that Shareholders
Vote FOR Proposed Acquisition by a Consortium of Investors
PHOENIX & NEW YORK (BUSINESS WIRE) Apr. 15, 2016 Apollo Education Group, Inc. (NASDAQ: APOL) today announced that Glass,
Lewis & Co. (Glass Lewis), a leading independent proxy advisory firm, recommends that Apollo Education Group shareholders vote FOR the merger agreement related to the proposed acquisition by a consortium of investors
including The Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC and the Najafi Companies. The merger agreement is being presented for approval at a special meeting of shareholders scheduled for Apr. 28, 2016.
In its Apr. 14, 2016, report, Glass Lewis stated:
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[W]e believe the AEG board, confronted with an extremely challenging operating and regulatory environment, having fully considered all alternatives available, reasonably concluded that a going-private transaction,
which provides shareholders with the relative certainty of cash at a premium to prevailing market prices, represents the best time- and risk-adjusted outcome for shareholders at this time.
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Based on these factors, along with the support of the board, we believe the proposed acquisition is in the best interests of shareholders. Accordingly, we recommend that shareholders vote
FOR
this
proposal.
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Commenting on the proposed purchase price of $9.50 per share in cash for both Class A and B shares, Glass Lewis
stated:
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In our opinion, the proposed purchase price appears to be reasonable, after taking into account the significant headwinds impacting the Companys recent and reasonably expected future financial performance,
as well as its near-term liquidity position. Here, we are particularly cognizant of the low visibility which has impaired the ability of management, external advisors or investors to potentially forecast future results with any confidence. Thus, we
believe the purchase price represents a reasonable and acceptable price at which AEG shareholders can cash out their investments in the Company, thereby realizing an immediate and assured value at a substantial premium to the unaffected stock price,
and avoiding further losses now, or an even potentially worse outcome in the future.
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Throughout the solicitation process, Apollo
Education Groups Board of Directors has highlighted the consequences of a no?vote. This sentiment was supported by the Glass Lewis report, which stated that:
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Were shareholders to vote down the acquisition, we expect AEGs stock price would suffer a further decline after incorporating the two most recent quarters of declining performance and downward revised
outlook, which arent entirely reflected in the current stock price due to the presence of the pending buyout offer.
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In response
to Glass Lewiss favorable recommendation, Greg Cappelli, Chief Executive Officer of Apollo Education Group, commented:
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We are pleased that Glass Lewis recommended voting in favor of the transaction, which the Apollo Education Group Board of Directors believes is in the best interest of all shareholders and strongly supports our
transformation efforts at the University of Phoenix.
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Apollo Education Group announced on Feb. 8, 2016 that it had entered into a
definitive agreement to be acquired by a consortium of investors including The Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC (NYSE: APO), and the Najafi Companies for $9.50 per share in cash for both Class A and B
shares. The purchase price represents a premium of 30 percent over Apollo Education Groups 30-day volume weighted average stock price for the period ended Feb. 5, 2016, and a 44 percent premium over the closing price on Jan. 8, 2016,
immediately prior to the announcement that the Board of Directors was pursuing strategic alternatives.
Apollo Education Group shareholders of record at
the close of business on Apr. 11, 2016, are entitled to vote at the Special Meeting, to be held on Apr. 28, 2016 at 1:00 PM, local Phoenix time, at 4025 South Riverpoint Parkway, Phoenix, Arizona 85040, Rooms 101-102.
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The Apollo Education Group Board of Directors has approved the merger agreement and unanimously recommends that
shareholders vote
FOR
its adoption. Shareholders are encouraged to vote in advance of the special meeting by following the instructions set forth in the definitive proxy statement and on their proxy cards. The failure to vote will
have the same effect as a vote against the merger.
Apollo Education Group shareholders seeking copies of the definitive proxy statement or
with questions about the special meeting may contact the companys proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834. Banks and brokers should call (212) 750-5833.
About Apollo Education Group, Inc.
Apollo Education
Group, Inc. is one of the worlds largest private education providers, serving students since 1973. Through its subsidiaries, Apollo Education Group offers undergraduate, graduate, professional development and other non-degree
educational programs and services, online and on-campus principally to working learners. Its educational programs and services are offered throughout the United States and in Europe, Australia, Latin
America, Africa and Asia, as well as online throughout the world. For more information about Apollo Education Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Companys website
at
www.apollo.edu
.
About The Vistria Group
The Vistria Group is a Chicago, IL based private investment firm focused on investing in middle market companies in the healthcare, education, and financial
services sectors. Vistrias team is comprised of highly experienced operating partners and private equity executives with proven track records of working with management teams in building innovative market leading companies.
About Apollo Global Management
Apollo Global Management
is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. Apollo Global Management had
assets under management of approximately $170 billion as of December 31, 2015 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo Global Management has considerable knowledge and
resources. Apollo Global Management has significant experience investing in the education sector with current and former private equity fund investments in leading companies including McGraw Hill Education, Connections Academy and Sylvan Learning
Centers. The portfolio companies owned by funds managed by affiliates of Apollo Global Management are managed and operate independently from one another. For more information about Apollo, please visit www.agm.com.
About Najafi Companies
Najafi Companies is an
international private investment firm based in Phoenix, Arizona, targeting education, media, consumer products, internet services, and direct marketing sectors. The firm makes highly selective investments in companies with strong management teams
across a variety of industries, often in areas undergoing rapid transformation. Najafi Companies funds its investments with internally generated capital, not through a fund. The firm is able to move quickly and decisively when investing and make
investments that create maximum value for the long term.
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Forward-Looking Statements Safe Harbor
Statements about Apollo Education Group and its business in this release which are not statements of historical fact, including statements regarding Apollo
Education Groups future strategy and plans and commentary regarding future results of operations and prospects, are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual plans implemented and actual results achieved may differ materially from those set forth in or
implied by such statements due to various factors, including, without limitation: (i) the timing of the completion of the merger; (ii) the failure of Parent to obtain the necessary equity financing set forth in the equity commitment
letters received in connection with the merger agreement or the failure of that financing to be sufficient to complete the merger and the transactions contemplated thereby; (iii) the inability to complete the merger due to the failure to obtain
shareholder approval or the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory approvals; (iv) the risk that regulatory agencies impose restrictions, limitations, costs, divestitures or
other conditions in connection with providing regulatory approval of the merger; (v) the outcome of pending or potential litigation or governmental investigations; (vi) disruptions resulting from the proposed merger making it more
difficult for Apollo Education Group to maintain relationships with its students, customers, employees, suppliers and strategic partners; (vii) competitive responses to the proposed merger; (viii) unexpected costs, liabilities, charges or
expenses resulting from the merger; (ix) the inability to obtain, renew or modify permits in a timely manner, or comply with government regulations; (x) the inability to retain key personnel of Apollo Education Group or its subsidiaries;
(xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Apollo Education Group to pay
a termination fee; (xii) unexpected expenses or other challenges in integrating acquired businesses, student, consumer or regulatory impact arising from consummation of such acquisitions, and unexpected changes or developments in the acquired
businesses; (xiii) diversion of managements attention from ongoing business concerns; (xiv) limitations placed on Apollo Education Groups ability to operate its business by the merger agreement; (xv) the impact of
increased competition from traditional public universities and proprietary educational institutions; (xvi) the impact of the initiatives to transform the University of Phoenix into a more-focused, higher-retaining and less-complex institution,
including the near-term impact on enrollment; (xvii) the impact of Apollo Education Groups ongoing restructuring and cost-reduction initiatives; (xviii) impacts from actions taken by our regulators that could affect the University of
Phoenixs eligibility to participate in or the manner in which it participates in U.S. Federal and state student financial aid programs, including the recent requirement that all substantial changes be approved by the U.S. Department of
Education in advance; (xix) further delay in the University of Phoenixs pending recertification by the U.S. Department of Education for participation in Title IV student financial aid programs, or any limitations or qualifications imposed
in connection with any recertification; (xx) the impact of any reduction in financial aid available to students, including active and retired military personnel, due to the U.S. government deficit reduction proposals, debt ceiling limitations,
budget sequestration or otherwise; (xxi) changes in regulation of the U.S. education industry and eligibility of proprietary schools to participate in U.S. Federal student financial aid programs; (xxii) changes in the University of
Phoenixs enrollment or student mix; (xxiii) the impact on student enrollments of the announcement of the proposed merger and general economic conditions; (xxiv) the impact of third party claims that Apollo Education Groups
products and services infringe their intellectual property rights; and (xxv) fluctuations in non-U.S. currencies that could impact reported operating results of foreign subsidiaries. For a discussion of the various factors that may cause actual
plans implemented and actual results achieved to differ materially from those set forth in the forward-looking statements, please refer to the risk factors and other disclosures contained in Apollo Education Groups Form 10-K for fiscal year
2015, filed with the Securities and Exchange Commission (the SEC) on October 22, 2015, Form 10-Q for the quarterly period ended November 30, 2015, filed with the SEC on January 11, 2016, and other filings with the SEC
which are available at www.apollo.edu. The cautionary statements referred to above also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by Apollo Education Group or persons acting
on Apollo Education Groups behalf. Apollo Education Group undertakes no obligation to publicly update or revise any forward-looking statements for any facts, events, or circumstances after the date hereof that may bear upon forward-looking
statements. Furthermore, Apollo Education Group cannot guarantee future results, events, levels of activity, performance, or achievements.
Additional
Information
This communication may be deemed to be solicitation material in respect of the proposed sale of Apollo Education Group. In connection with
the proposed transaction, Apollo Education Group has filed a definitive proxy statement on Schedule 14A with the SEC on March 23, 2016 and has mailed the definitive proxy statement and a form of proxy to the shareholders of Apollo Education
Group on or about March 25, 2016. Apollo Education Groups shareholders are encouraged to read the definitive proxy statement regarding the proposed merger and any other relevant documents filed with the SEC when they become available as
they will contain important information about the proposed merger. Apollo Education Groups shareholders will be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the
SECs website, www.sec.gov and Apollo Education Groups website, www.apollo.edu.
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Participants in Solicitation
Apollo Education Group and its directors and officers may be deemed to be participants in the solicitation of proxies from Apollo Education Groups
shareholders with respect to the proposed merger. Information about Apollo Education Groups directors and executive officers and their ownership of Apollo Education Groups common stock is set forth in the definitive information statement
for Apollo Education Groups 2015 Annual Meetings of Class A and Class B Shareholders, which was filed with the SEC on December 23, 2015 and the definitive proxy statement on Schedule 14A, which was filed with the SEC on
March 23, 2016. Shareholders may obtain additional information regarding the interests of Apollo Education Group and its directors and executive officers in the proposed merger, which may be different than those of Apollo Education Groups
shareholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
Contacts:
For Apollo Education Group, Inc.:
Voting Questions
Innisfree M&A Incorporated
Shareholders: +1 888 750 5834
Banks & Brokers: +1 212
750 5833
Investors
Beth Coronelli
+1 312 660 2059
beth.coronelli@apollo.edu
Media
Brunswick Group
Tripp Kyle / Tom Maginnis
+1 212 333 3810
apollo@brunswickgroup.com
For Apollo Global Management:
Investors
Gary M. Stein
Head of Corporate Communications
Apollo Global Management, LLC
+1 212 822 0467
gstein@apollolp.com
Noah Gunn
Investor Relations Manager
Apollo Global Management, LLC
+1 212 822 0540
ngunn@apollolp.com
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Media
Charles Zehren
Rubenstein Associates, Inc.
+1 212 843 8590
czehren@rubenstein.com
For The Vistria Group:
Amy Brundage
SKDKnickerbocker
+1 202 464 6900
abrundage@skdknick.com
For The Najafi Companies:
Anne Robertson
Lavidge Company
+1 480 998 2600
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