SumTotal's board in favor of Accel-KKR's latest, $4.80-per-share offer

By Lisa Kerner

Charlotte, N.C., May 19 - SumTotal Systems, Inc. said it amended its definitive merger agreement with affiliates of Accel-KKR.

Accel-KKR will now pay $4.80 per share in cash for SumTotal, up from its original April 24 offer of $3.80 cash per share, according to a SumTotal news release.

SumTotal's board of directors has unanimously approved the amended agreement and recommends that its shareholders approve the transaction.

Vista Equity Partners Fund III, LP's May 13 proposal to acquire SumTotal for $4.75 per share in cash is no longer considered to be superior, SumTotal said.

The amended agreement with Accel-KKR allows SumTotal to solicit alternative proposals from third parties until Sunday.

A $6.67 million termination fee is included in the latest agreement, according to a form 8-K filed with the Securities and Exchange Commission.

RBC Capital Markets Corp. is advising SumTotal's board.

As previously reported, Vista increased its offer for SumTotal to $4.75 per share from $4.50.

Vista previously announced it is nominating 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.

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