Wednesday, Software maker SumTotal Systems Inc. (SUMT) said that Vista Equity Partners Fund III L.P. would acquire the company for about $160 million, or $4.85 per share of common stock, in cash. Concurrent with this agreement, SumTotal terminated its amended merger agreement with affiliates of Accel-KKR.
The learning and performance management solutions firm noted that the Vista Equity's purchase price represents a premium of about 141.3% over its closing share price on April 3, 2009 and a premium of about 196.9% over its average closing share price for the 30 trading days ended April 3, 2009. There was no financing condition to the transaction.
Jack Acosta, Chairman of the Board of Directors of SumTotal, stated, "Our agreement with Vista provides an increased all-cash premium to our stockholders and reflects Vista's strong commitment to the transaction."
SumTotal terminated its amended merger deal with Accel-KKR following the expiration of the negotiation period granted to Accel-KKR under the terms of the Prior Agreement.
As per the terms of the prior agreement, SumTotal paid a termination fee of $6.67 million to affiliates of Accel-KKR.
For the definitive merger deal with Vista Equity, RBC Capital Markets Corp. acted as financial advisor to SumTotal, and Wilson Sonsini Goodrich & Rosati, Professional Corp. acted as legal advisor. Union Square Advisors LLC acted as financial advisor to Vista, and Sullivan & Cromwell LLP as Vista's legal advisor.
SUMT closed Tuesday's trading session at $4.89.
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