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SumTotal To Be Acquired by Vista Equity Partners for Approximately $160 Million
May 28, 2009
SumTotal Systems, Inc., entered into a definitive merger agreement with affiliates of Vista Equity Partners Fund III, L.P., under which Vista will acquire all the outstanding shares of SumTotal common stock for $4.85 per share in cash, or approximately $160 million. The Vista Agreement was unanimously approved by SumTotal's Board of Directors.
The purchase price represents a premium of approximately 141.3 percent over SumTotal's closing share price on April 3, 2009, the last trading day prior to the public announcement of Vista's proposal to acquire SumTotal for $3.25 per share in cash, and a premium of approximately 196.9 percent over SumTotal's average closing share price for the 30 trading days ending on April 3.
SumTotal also announced that, concurrent with entering into the Vista Agreement, it 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 $6.67 million to affiliates of Accel-KKR.
"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," says Jack Acosta, chairman of the board of directors of SumTotal. "We look forward to working with Vista to ensure a smooth transition and complete the transaction as expeditiously as possible."
"The transaction with Vista validates SumTotal's strategy, and is a testament to our leadership position in the marketplace," says SumTotal CEO Arun Chandra. "This transaction is compelling for our company, our customers, and our employees, and we look forward to benefiting from Vista's expertise as we continue to deliver innovative solutions to our customers and execute to win in the markets around the world."
"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," says Vista Equity Partners Managing Principal Robert F. Smith. "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."
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