Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Coursera, Inc. and Udemy, Inc. for Coursera shareholders, with Coursera shareholders expected to own approximately 59% of the combined company upon completion of the transaction [1]. Group 1 - The investigation focuses on whether Coursera and its board violated federal securities laws and/or breached fiduciary duties by failing to obtain the best possible consideration for shareholders and not disclosing all material information necessary for shareholders to assess the merger [3]. - Halper Sadeh LLC may seek increased consideration for Coursera shareholders, additional disclosures, and other relief related to the proposed transaction [4].

Company Overview - Proactive is a financial news publisher that provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The company operates with a team of experienced and qualified news journalists, ensuring independent content production [2] Market Focus - Proactive specializes in medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [3] - The news team delivers insights across various sectors, including biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [3] Technology Adoption - Proactive is recognized for its forward-looking approach and enthusiastic adoption of technology to enhance workflows [4] - The company utilizes automation and software tools, including generative AI, while ensuring that all content is edited and authored by humans [5]

Core Insights - The online education and E-learning market is experiencing significant growth driven by increased adoption in K-12, higher education, workforce training, and corporate learning, with companies like Stride, Inc. and Coursera, Inc. benefiting from this trend [1][2] Group 1: Stride, Inc. (LRN) - Stride focuses on the U.S. market, offering K-12 virtual schooling and career learning programs, aligning with the shift towards hybrid education models [3][4] - In Q1 of fiscal 2026, Stride's Career Learning segment revenues grew 16.3% year-over-year to $257.8 million, with enrollments increasing by 20%, outpacing the General Education segment's growth of 10.2% [5] - Stride has launched a free one-on-one tutoring program for second and third graders, indicating strong community support and engagement [6] - However, Stride faced technical issues with new platforms, resulting in 10,000-15,000 fewer enrollments than expected, which may impact near-term prospects [7] Group 2: Coursera, Inc. (COUR) - Coursera operates a global business model supported by subscriptions and AI integration, with its Consumer segment revenues growing 9% year-over-year to $370.7 million in the first nine months of 2025 [8][9] - The company has introduced new offerings like Skills Tracks and AI-powered Course Builder, enhancing its value proposition and learner outcomes [11] - Coursera's scalable subscription model and strong cash flow generation position it well for long-term growth, despite facing macro uncertainties in corporate spending [12][13] - The company has maintained its earnings estimates for 2025 and 2026, reflecting year-over-year growth of 14.7% and 16.1%, respectively [20] Group 3: Stock Performance & Valuation - In the past six months, Coursera's share price performance has outperformed Stride's, although both stocks show a declining trend [14] - Stride is trading at a discount compared to Coursera, which has a premium valuation despite slowing growth momentum [15][17] - Both stocks currently hold a Zacks Rank 3 (Hold), but Coursera is viewed as a more compelling investment opportunity compared to Stride [23]

Core Insights - Coursera and Udemy are merging to create a significant player in online education, focusing on AI skills training for the global workforce [3][6] - The merger is valued at $2.5 billion and is expected to generate $1.5 billion in annual revenue while eliminating approximately $115 million in costs [6] Company Strategies - Both companies emphasized the importance of AI in their merger rationale, aiming to enhance investment in AI-driven platform innovation and product development [3][6] - Coursera's CEO highlighted the need to leverage AI to improve learner experiences and capabilities across the platform, mentioning the introduction of an AI tutor called Coursera Coach [4] Market Demand - Generative AI has been identified as the most in-demand skill in Coursera's history, with an average of 14 users enrolling in generative AI courses every minute [5] - Udemy's CEO noted that companies are heavily investing in AI transformation but face challenges in demonstrating ROI due to a lack of core workforce capabilities [6]

​Coursera and Udemy announced on Wednesday a landmark merger agreement valued at approximately $2.5 billion, bringing together two of the biggest names in online learning.Coursera will acquire Udemy in an all-stock transaction, marking a pivotal moment in online education. The companies said the merger will be finalized in the second half of next year, pending regulatory review and shareholder approval. ​This agreement comes at a challenging time for both Udemy and Coursera, as each faces market headwinds. ...

Core Viewpoint - The online education platforms Coursera and Udemy have announced a final merger agreement, creating a larger integrated online learning platform with an implied equity value of approximately $2.5 billion [1][2]. Group 1: Merger Details - The merger will occur through an all-stock transaction where Udemy shareholders will exchange each share of Udemy for 0.8 shares of Coursera common stock, representing a 26% premium over Udemy's average closing price over the past 30 trading days [1]. - The combined company is expected to have an annual revenue exceeding $1.5 billion post-merger and anticipates achieving approximately $115 million in annual run-rate cost synergies within 24 months after the transaction closes [1]. Group 2: Strategic Implications - The unified platform aims to accelerate an AI-driven product roadmap, enhance global reach through stronger market expansion capabilities, and unlock significant revenue and operational synergies to strengthen long-term financial performance [2]. - The merger has received unanimous approval from the boards of both Coursera and Udemy, with the transaction expected to close in the second half of 2026 [2].

周三，截至发稿，Udemy(UDMY.US)涨超26%，报6.8美元；Coursera(COUR.US)涨超6%，报8.45美元。 消息面上，在线教育平台Coursera与Udemy此前宣布，双方已达成最终合并协议，Coursera将通过一项 全股票交易与Udemy合并，打造一家规模更大的综合在线学习平台。 根据两家公司12月16日的收盘价计算，合并后公司的隐含股权价值约为25亿美元。按照交易条款， Udemy股东将以每股Udemy股票兑换0.8股Coursera普通股，该对价较Udemy过去30个交易日的平均收盘 价溢价约26%。 Coursera表示，交易完成后，合并后的公司计划实施规模可观的股票回购计划，以进一步优化资本结构 并回馈股东。 从财务层面看，此次合并将显著增强公司的整体实力。按合并后口径计算，新公司的年化收入将超过15 亿美元，并预计在交易完成后的24个月内实现约1.15亿美元的年度运行率成本协同效应。 Udemy首席执行官Hugo Sarrazin在声明中表示，作为一个统一的平台，公司将加快以人工智能驱动的产 品路线图，借助更强的市场拓展能力扩大全球覆盖范围，并释放可观的收入和运营协同效应 ...

Summary of Coursera and Udemy Conference Call Industry and Companies Involved - **Industry**: Online Education and Learning Platforms - **Companies**: Coursera and Udemy Core Points and Arguments 1. **Combination Announcement**: Coursera has entered into a definitive agreement to combine with Udemy, aiming to create a leading technology platform for skills discovery and development [2][4][12] 2. **Market Needs**: The World Economic Forum estimates that 39% of key skills will change in the next five years, highlighting the need for agile learning platforms [5] 3. **Learner Focus**: 86% of learners come to Coursera to transform their careers, indicating a strong demand for career-oriented learning solutions [5] 4. **Platform Capabilities**: The combination aims to unite Coursera's verified learning ecosystem with Udemy's dynamic marketplace, enhancing value and choice for learners and organizations [6][8] 5. **Innovation Acceleration**: The merger is expected to accelerate AI-native innovation, allowing for faster development of personalized learning experiences [9][10] 6. **Global Reach**: Coursera added 7.7 million new registered learners in Q3, bringing the total to 191 million, while Udemy has over 17,000 enterprise customers and generates more than 60% of its revenue outside North America [11][12] 7. **Financial Profile**: The combined pro forma annual revenue exceeds $1.5 billion, with identified cost synergies of $115 million expected to be realized within 24 months [12][19] 8. **Transaction Structure**: This is an all-stock transaction where Udemy stockholders will receive 0.8 shares of Coursera Common Stock for each share of Udemy Common Stock [20] 9. **Regulatory Perspective**: The companies believe the combination will deliver better value across the education value chain, although they will need to navigate regulatory approvals [38][39] Additional Important Content 1. **Instructor Opportunities**: The merger will provide instructors access to a larger learner base, enhancing their distribution and monetization opportunities [31][32] 2. **Content Strategy**: Both companies will maintain their content strategies, leveraging their strengths to create a more comprehensive offering [40] 3. **Geographic Expansion**: The combination is expected to enhance Coursera's reach outside North America, capitalizing on Udemy's international presence [44][45] 4. **Future Vision**: The goal is to create a platform that keeps pace with technological changes, ensuring learners gain essential skills for career advancement [22][23] This summary encapsulates the key points discussed during the conference call regarding the strategic combination of Coursera and Udemy, focusing on their market positioning, operational synergies, and future growth potential.

Core Perspective - The combination of Coursera and Udemy aims to address the growing need for upskilling and reskilling in the workforce, with the World Economic Forum predicting that 39% of skills will need to change by 2030 [2] Company Synergies - The merger will create a comprehensive ecosystem by uniting Coursera's consumer business with Udemy's enterprise strengths, resulting in over 270 million learners and nearly 20,000 enterprise customers [3] - The combined company anticipates annual run rate cost synergies of $115 million within 24 months of closing, focusing on efficiencies in sales, marketing, and general administrative expenses [4][5] Brand Strategy - Both brands will be integrated under the Coursera brand, with a thoughtful approach to leveraging Udemy's strengths in enterprise and instructor marketplace [6][7] Technology and Innovation - The merger is expected to enhance the technology platform, allowing for better service delivery to learners and enterprise customers, particularly through the use of AI [7][8] - Udemy's enterprise customers will gain access to Coursera's extensive content catalog, enhancing the value proposition for enterprises looking to upskill their workforce [9] Investment and Integration - The integration will involve one-time costs, but the consolidation into a single platform is expected to lead to greater efficiency and investment opportunities across a larger customer base [11][12]

+ Empowering the Global Workforce with Skills for the AI Era Non-GAAP financial measures This presentation con tains non-GAAP measures (includ ing non-GAAP gross p rofit, Adjust ed EBITDA, and cost synergies) used by our man agement to help us an alyze our fin ancial results, estab lish budgets and operational goals for man aging our business, evaluate our performan ce, an d make strategic decisions. We believe these pro vide useful supplemen tal information for investors to an alyze our core results and be ...