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APOLLO EDUCATION GROUP: Form, Schedule Or Registration Statement No Filing Party: Date Filed: EXPLANATORY NOTE

The following excerpt is from the company's SEC filing.

The attached letter will be sent to the Companys shareholders on or about April 26, 2016.

April 26, 2016

Dear Fellow Shareholders,

We previously sent you proxy materials relating to the proposed acquisition of Apollo Education Group by a consortium of investors that includes The Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC and the Najafi Companies.

A few shareholders have asked,

What is the Boards plan for the Company if the current transaction is not completed?

The Board believes that the current transaction is in the best interests of sh areholders. If the Companys shareholders decide

to approve this transaction, the Company could face serious consequences, including a further decline in share price that could have an impact on the Companys access to liquidity. For that reason, if this transaction is not completed, the Board intends to review other strategic alternatives for the Company, including a sale of the University of Phoenix. The Board previously determined that these other alternatives were not superior to the current transaction, but one or more of these alternatives may be superior to the status quo. Some of these alternatives may be subject to regulatory approval, but none of the likely alternatives (unlike a sale of the whole Company structured as a merger like the current transaction) would require the approval of the Companys Class A shareholders.

Given the Companys declining performance and limited visibility and that cash flow is expected to continue to decline in fiscal year 2016, the Board appreciates that the proceeds of any sale of the University of Phoenix may be limited. However, the Board believes that selling the University of Phoenix may still be an appropriate step to mitigate downside risk inherent to the status quo operation of the University of Phoenix, which may negatively impact the value of the University of Phoenix and the value of Global.

In addition to a possible sale of the University of Phoenix, the Company may also need to take other aggressive actions in the near term to address its liquidity needs.

The special meeting to approve the current transaction is quickly approaching on April 28, 2016.

Because the merger proposal requires the approval of a majority of the outstanding Class A shares,

if you fail to vote, it will have the same effect as a vote against the merger.

The Board encourages you to vote

all items today by telephone, by Internet or by mail, following the instructions included on the proxy card.


Board of Directors


You can vote your shares by telephone or via the Internet.

Please follow the simple instructions on the proxy card.

If you have any questions or need assistance in voting

your shares, please call our proxy solicitor,


TOLL-FREE at 1-888-750-5834

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 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, and Apollo Education Groups website,

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.

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

APOLLO EDUCATION GROUP: Form, Schedule Or Registration Statement No Filing Party: Date Filed: EXPLANATORY NOTE - April 15, 2016
APOLLO EDUCATION GROUP: Form, Schedule Or Registration Statement No Filing Party: Date Filed: EXPLANATORY NOTE - April 15, 2016
Apollo Education Group, Inc News Release - April 6, 2016