Terminates Merger Agreement with Accel-KKR
HRchitect featured SumTotal Systems in our May 2008 release of The Suite Life of Integrated Talent Management and also includes them in our list of top Talent Management Systems and top Learning Management Systems vendors that businesses should consider. SumTotal Systems competed in the HRchitect Beauty Pageant on Employee Performance Management Systems in February, 2009, where they were crowned the winner. Kimberley Kasper, VP of Marketing, and Jon Ciampi, VP of Product Management, participated in the HRchitect WebMingle on May 1, 2009. If you are looking for a new Talent Management System, or any HR system, talk to HRchitect first. We have unparalleled knowledge of the HR and Talent Management vendor community and can save you time and money in selection and implementation.
SumTotal Systems, Inc. (NASDAQ: SUMT), the market leader and a global provider of talent development solutions, today announced that it has entered into a definitive merger agreement with affiliates of Vista Equity Partners Fund III, L.P. (“Vista”) under which Vista will acquire all the outstanding shares of SumTotal common stock for $4.85 per share in cash (the “Vista Agreement”), or approximately $160 million. The Vista Agreement was unanimously approved by the Board of Directors of SumTotal.
The purchase price represents a premium of approximately 141.3% 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% over SumTotal’s average closing share price for the 30 trading days ending on April 3, 2009.
SumTotal also announced that, concurrent with entering into the Vista Agreement, SumTotal terminated its previously announced amended merger agreement with affiliates of Accel-KKR (the “Prior Agreement”) 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.
Jack Acosta, Chairman of the Board of Directors of SumTotal, said, “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.”
“The transaction with Vista validates SumTotal’s strategy and is a testament to our leadership position in the marketplace,” said Arun Chandra, Chief Executive Officer of SumTotal. “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.”
Robert F. Smith, Managing Principal of Vista Equity Partners, said, “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.”
For more information on SumTotal Systems, please visit www.sumtotalsystems.com
Matt Lafata, HRchitect