On January 13, 2020, The Lead Independent Director of the Board of Directors of Instructure, Inc, Lloyd Waterhouse, sent an open letter on behalf of the Board of Directors to the Company’s shareholders regarding the previously announced definitive merger agreement with Thoma Bravo, LLC. In the letter, the Company added that the Board undertook an exhaustive and deliberate strategic review process, which included a post-signing, go-shop market check during which no offers were made, that in its view clearly supports its determination that the Thoma Bravo transaction represents the highest value available to Instructure stockholders and urged the shareholders to vote 'for' the proposed transaction.