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Vista increases offer for SumTotal Systems to USD4.85 per share

Vista Equity Partners Fund III has further increased its offer to acquire SumTotal Systems.

Vista Equity Partners Fund III has further increased its offer to acquire SumTotal Systems.

The amount payable under Vista’s offer varies, depending on whether the increased USD6.67m break-up fee that the company agreed to on 18 May 2009, in connection with an amendment to its existing merger agreement with a third party, is invalidated or reduced.

Vista’s proposal is for USD4.95 per share in cash, which values the company’s outstanding equity at approximately USD163m, assuming that the increased USD6.67m break-up fee contained in the company’s amended agreement with a third party is invalidated or otherwise reduced to the original amount of USD3.1m. Any smaller reduction would result in a pro rata increase from the USD4.85 per share price.

Alternatively, Vista’s proposal is for USD4.85 per share in cash, which values the company’s outstanding equity at approximately USD160m, if the increased break-up fee in the company’s amended agreement stands. The difference reflects the per share value of the increase in the break-up fee.

Vista, which owns approximately 13 per cent of SumTotal’s outstanding common stock, is the company’s largest stockholder. Vista focuses on equity transactions involving enterprise software businesses and technology-enabled solutions companies. The acquisition will be fully funded by Vista.

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