425: Coursera-Udemy Merger Faces Lawsuits, Supplemental Disclosures Filed

Coursera and Udemy provide supplemental disclosures and address three lawsuits challenging their proposed merger ahead of stockholder votes on April 9, 2026.

Summary

• Coursera, Inc. and Udemy, Inc. entered into an Agreement and Plan of Merger on December 17, 2025, where Udemy will become a wholly owned subsidiary of Coursera.
• A registration statement on Form S-4, including a prospectus and joint proxy statement, was filed on February 25, 2026, and declared effective on March 10, 2026.
• Both Coursera and Udemy will hold special meetings of their stockholders on April 9, 2026, to vote on the transactions contemplated by the Merger Agreement.
• Three lawsuits and several demand letters have been filed, alleging disclosure deficiencies and/or incomplete information in the Joint Proxy Statement/Prospectus regarding the Merger.
• Coursera and Udemy assert that these allegations are without merit and that their disclosures comply with applicable law, but are voluntarily providing supplemental disclosures to avoid nuisance, cost, distraction, and potential delays to the Merger's completion.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development. While the legal challenges introduce uncertainty, the companies' proactive approach to provide supplemental disclosures to avoid delays and move the merger forward is a positive signal for deal completion.

Positives

• Coursera and Udemy are proactively providing supplemental disclosures to address legal claims, aiming to avoid nuisance, cost, and potential delays to the merger completion.
• The Udemy Board determined that an all-stock combination maximizing pro forma ownership for Udemy stockholders was more favorable than a cash and stock mix.
• Preliminary assessments of potential synergies from the combination of Udemy and Coursera were discussed by the Udemy Board.

Negatives

• Three lawsuits have been filed against Udemy and Coursera challenging the Merger, alleging disclosure deficiencies and/or incomplete information in the Joint Proxy Statement/Prospectus.
• Demand letters from purported stockholders also allege deficiencies in the Joint Proxy Statement/Prospectus.
• There is no assurance that additional lawsuits or demands will not be filed against Coursera and/or Udemy with respect to the Merger.

Risks

• General economic, market, or business conditions, including competition, and risks related to online learning solutions and AI innovations.
• The effect of the merger announcement on the ability of Coursera or Udemy to retain and hire key personnel and maintain relationships with customers, vendors, and others.
• Risks that the business combination disrupts current plans and operations and potential difficulties in attracting and retaining qualified personnel.
• The outcome of any legal proceedings related to the business combination.
• The ability of the parties to consummate the proposed transaction on a timely basis or at all, and the satisfaction of conditions precedent, including securing regulatory approvals.
• The ability to successfully integrate Coursera's and Udemy's operations and business on a timely basis or in accordance with applicable standards.
• Coursera's and Udemy's ability to implement plans, forecasts, and realize expected synergies and other benefits of the combination.
• The amount of the costs, fees, expenses, and charges related to the proposed combination.
• Fluctuations in the prices of Coursera or Udemy stock.
• Potential business disruptions following the business combination.

Future Outlook

The communication contains forward-looking statements regarding the expected timing and benefits of the business combination, including potential synergies, and the outlook for Coursera's and Udemy's results of operations and financial condition following the merger. The combined company aims to implement its plans, forecasts, and realize expected synergies and other benefits of the combination within the expected timeframe or at all.

Management Comments

• Coursera and Udemy believe that the allegations in the Matters (lawsuits and demand letters) are without merit.
• Coursera and Udemy believe that the disclosures set forth in the Joint Proxy Statement/Prospectus comply with applicable law and stock exchange rules and that no further disclosure is required.
• Coursera and Udemy are voluntarily supplementing the Joint Proxy Statement/Prospectus to moot disclosure claims, avoid nuisance, cost, and distraction, and to preclude any efforts to delay the completion of the Merger, without admitting any culpability, liability, or wrongdoing.

Industry Context

StockSavvy.ai notes that the proposed merger between Coursera and Udemy signifies a consolidation trend within the digital education industry, aiming to leverage scale and potentially achieve synergies in a competitive and evolving market driven by AI innovations. The financial analysis by Morgan Stanley, comparing them to companies like American Public Education, Skillsoft, and University of Phoenix, highlights the competitive landscape and valuation methodologies common in this sector, indicating a strategic move to strengthen market position.

Comparison to Industry Standards

• Morgan Stanley performed a public trading comparables analysis, comparing Udemy and Coursera to selected digital education companies including American Public Education, Inc., FranklinCovey Co., Strategic Education, Inc., Perdoceo Education Corporation, Docebo Inc., Skillsoft Corp., and University of Phoenix.
• The analysis utilized consensus estimates of 2026 and 2027 revenue for each comparable company, compiled by Capital IQ and Refinitiv, to calculate AV/Revenue multiples.
• Morgan Stanley applied a range of AV/Revenue multiples of 0.6x-1.1x to Udemy's 2026 projected revenue and 0.5x-1.0x to Udemy's 2027 projected revenue.
• For Coursera, Morgan Stanley applied a range of AV/Revenue multiples of 0.6x-1.5x to its 2026 projected revenue and 0.5x-1.5x to its 2027 projected revenue.
• Discounted Equity Valuation analysis used estimated 2029 revenues and applied multiples of 0.6x-1.5x for Coursera and 0.6x-1.1x for Udemy, with discount rates of 10.4% for Coursera and 12.4% for Udemy.
• Relative Discounted Cash Flow Analysis used perpetual growth rates ranging from 2.0% to 4.0% and discount rates ranging from 11.4% to 13.4% for Udemy and 9.4% to 11.4% for Coursera.
• Precedent Premia Analysis considered 42 transactions since 2004, where consideration was at least 90% stock, equity value was $1.0 billion or more, and the acquiring company stockholders retained ownership of between 40% and 45%, finding a median premium of 5%.

Corporate Governance

Legal Proceedings

• Three complaints challenging the Merger have been filed: Carroll v. Udemy, Inc. et al. (No. 651629/2026) and Wright v. Udemy, Inc. et al. (No. 651672/2026) in New York Supreme Court, and Zalvin v. Abbasi, et al. (No. CGC26635114) in the Superior Court of the State of California.
• Coursera and Udemy have received demand letters from certain purported stockholders alleging deficiencies and/or omissions in the Joint Proxy Statement/Prospectus.
• The lawsuits and demand letters allege that the Joint Proxy Statement/Prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Merger and seek additional disclosures.
• Coursera and Udemy believe these allegations are without merit and are voluntarily providing supplemental disclosures to moot claims and avoid nuisance, cost, and distraction, and to preclude any efforts to delay the completion of the Merger.

Stakeholder Impact

• **Shareholders**: Coursera and Udemy stockholders will vote on the merger on April 9, 2026. Udemy stockholders will receive Coursera common stock, impacting their pro forma ownership of the combined company (approximately 43%).
• **Employees**: The business combination introduces risks related to the ability to retain and hire key personnel and potential difficulties in attracting and retaining qualified personnel.
• **Customers/Vendors**: There are risks related to maintaining relationships with customers and vendors with whom Coursera or Udemy do business following the merger announcement and completion.

Next Steps

• Coursera and Udemy will hold special meetings of their stockholders on April 9, 2026, to vote on the proposed merger.
• The parties aim to consummate the proposed transaction, subject to satisfaction or waiver of conditions.
• Successful integration of Coursera's and Udemy's operations and business is planned.
• Realization of expected synergies and other benefits of the combination is anticipated.

Key Dates

Recommendation

The merger is progressing with a clear timeline for stockholder votes, which is positive for deal certainty. However, the ongoing litigation and the need for supplemental disclosures introduce a degree of uncertainty and potential for distraction. While the long-term strategic benefits and synergies are anticipated, the immediate impact of these legal challenges and the integration risks warrant a cautious 'hold' stance until the merger is fully consummated and initial integration progress can be assessed.

Keywords

Coursera, Udemy, Merger, Acquisition, SEC Filing, Form 8-K, Stockholder Meeting, Proxy Statement, Litigation, Disclosure, Online Education, Digital Learning, Corporate Governance, Financial Analysis