Blackboard is acquiring a mass messaging and notification company for $182 million. Privately-held NTI Group, provides these services for educational and government organizations via voice, email, SMS, and other text-receiving devices. The acquisition positions Blackboard to help institutions connect with students in untraditional ways and to address the rising need for alert systems for emergency notifications.

Blackboard Announces Acquisition of NTI Group

Blackboard Acquires Leading Alert and Notification Provider of Mass Voice, Text, Email and SMS Messaging for Academic Institutions and Other OrganizationsProvides Updated Fourth Quarter 2007 and Initial Standalone 2008 Guidance

WASHINGTON, Jan. 14 – Blackboard Inc. , a leading provider of enterprise software and services to the education community today announced a definitive agreement to acquire privately-held NTI Group, Inc., a leading provider of mass messaging and notifications solutions for educational and government organizations via voice, email, SMS, and other text-receiving devices.

Under terms of the agreement, Blackboard will acquire NTI for $182 million subject to certain adjustments. The purchase price will be paid $132 million in cash and $50 million in stock. In addition, up to an additional $17 million in consideration may be paid in stock based on attainment of certain financial targets over the two years following the close of the acquisition.

This acquisition enables Blackboard to better help institutions address several key challenges and trends which are taking place within the education community, namely:

1. As online learning continues to grow and more institutions utilize the internet to connect with traditional and virtual students, it is becoming increasingly important to have the capability to deliver mass communications with large populations of users across an array of technical devices;
2. In addition, it has become imperative that academic institutions have the ability to quickly and effectively communicate with their entire campus constituency in the wake of a range of school and campus tragedies, severe weather and other safety concerns; and
3. Institutions are focusing on mobile-centric strategies and looking to tightly integrate their learning environments with cell phones and PDAs.

In addition, this positions Blackboard to assist Governmental agencies and municipalities which are also increasingly expected to reach their entire constituencies directly in an expeditious, time sensitive and cost-effective manner in the event of serious public safety matters.

The acquisition of the NTI Group moves Blackboard into the fast-growing alert and notification market, forecast by Yankee Group to grow to an estimated $1.2 billion in revenue in the United States by 2011, representing a five-year compounded average annual growth rate of over 30 percent. The combination of Blackboard and NTI adds another mission-critical offering to Blackboard’s existing suite of enterprise products and fulfills a key education technology priority. The addition of NTI’s Connect-ED offering will allow Blackboard to extend its leadership in North American higher education and establish a much more significant presence with U.S. K-12 institutions where NTI has already established a significant client base.

NTI is located in Sherman Oaks, CA and provides comprehensive communication services designed specifically for academic institutions as well as local, state and federal government entities. As of the third quarter of 2007, NTI had more than 1,200 contracts for the Connect-ED system in the U.S. K-12 market covering more than 14,000 schools and districts. NTI had 130 contracts in the U.S. higher education market covering approximately 200 colleges and universities. Additionally, the Connect-CTY, Connect-GOV and Connect-MIL services provide mass notification functionality to a fast growing number of municipal, government and military customers. The company’s mass notification systems are designed to allow users to quickly and easily record and send time-sensitive notifications to thousands of people in minutes using just a computer or telephone. The NTI service operates as a fully hosted, fully managed Application Service Provider (ASP) / Software as a Service (SaaS); users are able to deploy a complete messaging and notification system without investing in, or maintaining, hardware, software, or additional phone lines. Messages can be sent to recipients’ landlines, cell phones, PDAs/text- based devices, SMS, e-mail accounts, and TTY/TDD devices for the hearing impaired.

“Time-sensitive mass notification systems are a top priority for global academic institutions,” said Michael Chasen, Blackboard’s President and Chief Executive Officer. “NTI is the leading provider of these systems to educational institutions and government agencies and the addition of their solutions is an excellent next step in the growth of Blackboard’s product portfolio. NTI expands our client base significantly and in particular adds more than 1,200 new relationships with key IT decision makers in the K-12 market. I believe the union of our companies will create substantial cross- selling opportunities and add significant shareholder value.”

“We are extremely pleased to become a part of Blackboard and enhance their product offering with our mission critical communications technology,” said Robin Richards, NTI Chairman and Chief Executive Officer. “We believe that we can leverage Blackboard’s existing infrastructure, geographic diversity and relationships in higher education to efficiently expand the reach of our communications platform.”

Both companies’ Boards of Directors have approved the transaction. Subject to regulatory approval and other customary closing conditions, the transaction is expected to close in the first quarter of 2008. The combined companies will operate under the Blackboard name and brand with corporate headquarters located in Washington, DC.

Acquisition Benefits

The combination of Blackboard and NTI unites two innovators serving academic institutions, as well as government and corporate clients. Key strengths expected from the combination include:

• Combined client base of more than 4,900 K-12 schools, colleges and universities as well as a growing presence in government organizations and corporations;
• Unmatched depth and breadth of product offering;
• Enhanced cross-selling opportunities to both the existing NTI and Blackboard client bases;
• Strengthened management with extensive experience in global education technology; and
• Increased revenue growth, profitability and cash flow over time.

Financial Details of the NTI Acquisition

NTI’s business model offers many of the same financial characteristics as Blackboard’s, including an annual recurring subscription-based licensing model, ratable revenue recognition, a stable institutional client base and historically high renewal rates. As a result, the combination is expected to enhance growth and profitability over time. Blackboard expects the transaction to be slightly accretive to earnings on a non-GAAP adjusted basis excluding the impact of purchase accounting adjustments on deferred revenues and non-recurring merger-related costs and dilutive on a GAAP basis for fiscal year 2008.

Blackboard retained Wachovia Securities as its financial advisor and Dewey & LeBoeuf as its legal advisor. NTI retained UBS Investment Bank as its financial advisor and Latham and Watkins LLP as its legal advisor.

“NTI is a fast growing company in a high growth market segment and has been extremely successful in scaling their business,” commented Chasen. “NTI’s 2007 revenue is expected to be approximately $30 million which would represent an annual growth rate in excess of 50 percent over the prior year. We believe we can extend NTI’s leadership position and scale the business in the coming years.”

NTI Acquisition Conference Call Information

Blackboard will hold an investor and analyst conference call at 8:00 a.m. ET / 5:00 a.m. PT on Monday, January 14, 2008. A slide presentation regarding the proposed acquisition may be accessed at Blackboard’s investor relations Web site at http://investor.blackboard.com.

When: Monday, January 14, 2008

Time: 8:00 a.m. ET / 5:00 a.m. PT

Live Webcast: http://investor.blackboard.com

Dial in: (800) 561-2718

Passcode: 10746202

A replay of the call will be available via telephone from approximately 11:00 a.m. Eastern (8:00 a.m. Pacific) on February 5, 2008 until 12:00 a.m. Eastern (9:00 p.m. Pacific) on February 12, 2008. To listen to the replay, participants in the U.S. and Canada should dial 888-286-8010, and international participants should dial +1 (617) 801-6888. The conference ID for the replay is 35946018.