By Lisa Kerner
Charlotte, N.C., April 24 - SumTotal Systems, Inc.'s board of directors unanimously approved a definitive agreement with affiliates of Accel-KKR in which Accel-KKR will acquire SumTotal for $3.80 cash per share.
The total value of the transaction is approximately $124 million, a SumTotal news release said.
The per-share offer price is a premium of approximately 89% over SumTotal's closing share price on April 3, the last trading day prior to the public announcement of an unsolicited proposal from Vista Equity Partners Fund III, LP to acquire SumTotal for $3.25 per share in cash.
SumTotal said Accel-KKR's offer is approximately a 133% premium over SumTotal's average closing share price for the 30 trading days ending on April 3.
Accel-KKR, a private equity firm, did not condition the transaction on financing and provided SumTotal with a go-shop period of 30 calendar days. The agreement includes termination rights for both companies and a termination fee of $4.95 million, or $3.1 million if a superior proposal is accepted.
RBC Capital Markets Corp. is advising SumTotal on the transaction.
"After thorough and extensive analysis, and in consultation with our independent advisors, our board has unanimously endorsed this transaction with Accel-KKR as being in the best interests of the company and our stockholders," SumTotal chairman Jack Acosta said in a news release.
"We are pleased that this transaction appropriately recognizes the value of SumTotal's innovative software products and category leadership, while providing our stockholders with an immediate and substantial cash premium," Acosta said.
In addition to offering to buy SumTotal, Vista previously announced it is nominating Vista managing partner and founder Robert F. Smith, John N. Staples III and Charles R. Whitchurch for election to the company's eight-member board of directors on June 12. Vista said it wants to replace SumTotal directors John W. Cone, Donald E. Fowler and Ali R. Kutay.
SumTotal is based in Mountain View, Calif., and provides learning and business performance technologies and services.
| Acquirer: | Accel-KKR
|
| Target: | SumTotal Systems, Inc.
|
| Announcement date: | April 24
|
| Transaction value: | $124 million
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| Price per share: | $3.80
|
| Termination fee: | $4.95 million
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| Expected closing: | Upon approvals
|
| Stock price of target: | Nasdaq: SUMT: $3.13 on April 23
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