SumTotal Systems, a provider of talent development solutions, has signed a definitive merger agreement with affiliates of Vista Equity Partners Fund III, under which Vista will acquire
SumTotal Systems, a provider of talent development solutions, has signed a definitive merger agreement with affiliates of Vista Equity Partners Fund III, under which Vista will acquire all the outstanding shares of SumTotal common stock for USD4.85 per share, or approximately USD160m.
The agreement was unanimously approved by the board of directors of SumTotal.
The purchase price represents a premium of approximately 141.3 per cent over SumTotal’s closing share price on 3 April 2009, the last trading day prior to the public announcement of Vista’s proposal to acquire SumTotal for USD3.25 per share in cash, and a premium of approximately 196.9 per cent over SumTotal’s average closing share price for the 30 trading days ending on 3 April 2009.
SumTotal has also terminated its previously announced amended merger agreement with affiliates of Accel-KKR following the expiration of the negotiation period granted to Accel-KKR under the terms of the prior agreement. In accordance with the terms of the prior agreement, SumTotal paid a termination fee of USD6.67m to affiliates of Accel-KKR.
Jack Acosta, chairman of the board of directors of SumTotal, says: ‘Our agreement with Vista provides an increased all-cash premium to our stockholders and reflects Vista’s strong commitment to the transaction. Throughout this process, our board has been steadfastly committed to maximizing stockholder value and we are proud of the value we have delivered to our stockholders. We look forward to working with Vista to ensure a smooth transition and complete the transaction as expeditiously as possible.’
Robert F. Smith, managing principal of Vista Equity Partners, says: ‘We are pleased the SumTotal Board of Directors concluded that Vista’s agreement maximizes value for all SumTotal stockholders and provides the best path forward for all of the company’s constituents, including its valued customers. We believe strongly that SumTotal is an outstanding company with a competitive advantage and bright future, and that, together with Vista’s operational expertise and experience in enterprise application software, we can continue to build on the company’s market-leading position. We very much look forward to working closely with SumTotal’s management team, employees, customers and suppliers upon completion of the transaction.’
The transaction is subject to customary closing conditions, including the approval of SumTotal’s stockholders. There is no financing condition to the transaction.
