CAPELLA EDUCATION COMPANY (NASDAQ:CPLA) Files An 8-K Other EventsItem 9.01.
| Item 9.01 | Financial Statements and Exhibits. |
99.1 Press release dated July9, 2018.
(d) Exhibits
| Exhibit No. |
Description |
| 99.1 | Press Release, dated July9, 2018 |
Forward Looking Statements
This communication contains certain forward-looking statements made 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 of a wholly-owned subsidiary of Strayer with and into 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 Strayer’s and 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, Strayer and Capella have identified important factors that could cause Strayer’s or 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 conditions 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 Strayer, Capella 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 Strayer’s and Capella’s employees or operations; |
| • | the potential diversion of Strayer’s and Capella’s management’s attention resulting from the proposed Merger; and |
| • | other risks and uncertainties identified in Strayer’s and Capella’s filings with the Securities and Exchange Commission (the “SEC”). |
Actual results may differ materially from those projected in the forward-looking statements. Strayer and Capella undertake 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 Strayer’s and Capella’s public filings with 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 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. The documents filed by Capella with the SEC may be obtained free of charge at Capella’s website at http://www.capellaeducation.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 Capella by requesting them in writing to 225 South 6th Street, 9th Floor, Minneapolis, Minnesota 55402.
In connection with the proposed Merger, on November20, 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 December4, 2017 and declared effective on December8, 2017. On January19, 2018 at their respective special meetings, Strayer’s stockholders approved the issuance of Strayer common stock and the amendment and restatement of Strayer’s charter, each in connection with the Merger, and Capella shareholders approved the Agreement and Plan of Merger, dated as of October29, 2017, by and among Strayer, Capella and Sarg Sub Inc. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF STRAYER AND CAPELLA ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, 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 MERGER. Investors and security holders can obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Strayer or Capella as described above. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
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 Section10 of the Securities Act of 1933.
CAPELLA EDUCATION CO ExhibitEX-99.1 2 d690698dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Contact: Heide Erickson Capella Education Company 612.977.5172 [email protected] Media Contact: Mike Buttry Capella Education Company 612.977.5499 [email protected] Capella Education Company to Report Second Quarter 2018 Results on Aug. 1,…To view the full exhibit click here
About CAPELLA EDUCATION COMPANY (NASDAQ:CPLA)
Capella Education Company is an online postsecondary education services company. The Company’s academic programs are delivered through its subsidiary, Capella University (the University), which is an online academic institution offering online postsecondary education services primarily to working adults. The Company also offers educational programming through its other subsidiaries, including Arden University, Ltd., which is a provider of United Kingdom university distance learning qualifications that markets, develops and delivers these programs across the world; Sophia Learning LLC (Sophia), which supports self-paced learning; Capella Learning Solutions (CLS), provides online training solutions and services to corporate partners, which are delivered through the Company’s online learning platform, and Hackbright Academy, which is a non-degree software engineering school for women. The Company’s subsidiary, DevMountain, LLC, is involved in software coding industry.
