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Higher One Stock Jumps After Agreeing To Sell Itself To Blackboard Affiliate For $5.15 Per Share


Higher One Holdings, Inc. (NYSE: ONE) struck a definitive agreement to sell the company to Blackboard affiliate for $5.15 per share in cash. According to the company, the all-cash sale price offered a 37.3 percent premium over the closing price of June 29, and an equity value of $260 million.

Higher One said that as per merger agreement terms, Winchester Acquisition Corp., a Blackboard affiliate, would start a tender offer for all outstanding shares of common stock at a price of $5.15 in cash per share of Higher One. The company indicated that once consummation of the tender offer, its shares not tendered in the tender offer would be converted in a second-step merger into the right to get the same $5.15 in cash per share paid in the tender offer.

The company indicated that the closing of the tender offer, as well as, the second-step merger are subject to customary conditions. That included tendering of a majority of outstanding shares and receipt of antitrust clearance, which is expected to happen in the third quarter of 2016.

Higher One chairman, Paul Biddelman, said, "Today's announcement is the culmination of a strategic review process undertaken by our Board of Directors, with the assistance of senior management and financial and legal advisors, as first announced in December 2015. After contacting approximately 60 potential bidders and multiple rounds of competitive bidding and negotiations, Higher One is confident the substantial all-cash premium offered by this transaction maximizes shareholder value and is in the best interest of our shareholders, customers and employees."

He continued, "Following up on the successful consummation of the sales of the data analytics business and the refunds disbursements business, the Board is pleased to be able to approve this transaction to deliver cash-certain value into the hands of our shareholders."

The company engaged Raymond James as financial advisor and Cleary Gottlieb Steen & Hamilton LLP served as legal advisor.


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