SumTotal Systems shareholder Vista Equity ups bid to $4.50 per share

By Lisa Kerner

Charlotte, N.C., May 6 - Vista Equity Partners Fund III, LP increased its offer for SumTotal Systems, Inc. to $4.50 per share from $3.25, it was announced on Wednesday.

The revised offer values SumTotal's outstanding equity at approximately $146 million, according to Vista.

"Vista believes that our proposal is in all respects superior to the terms of the company's existing merger agreement," Vista managing partner Robert F. Smith said in a news release.

As previously reported, SumTotal agreed to be acquired by affiliates of Accel-KKR for $3.80 cash per share in a transaction valued at approximately $124 million.

"As the company's largest shareholder, Vista is becoming increasingly concerned about the amount of time being consumed by this process and the attendant distraction to management and employees, and believes that it is in the best interest of all of the company's constituencies that the process be resolved as quickly and with as little uncertainty as possible," Smith said.

Vista owns approximately 13% of SumTotal's outstanding common stock.

In addition to offering to buy SumTotal, Vista previously announced it is nominating 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.

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