SumTotal shareholder wants to buy company for $3.25 per share

By Lisa Kerner

Charlotte, N.C., April 6 - SumTotal Systems, Inc. shareholder Vista Equity Partners Fund III, LP proposed buying the company for $3.25 per share.

The cash transaction values SumTotal's outstanding equity at approximately $103 million, according to a Vista news release.

Vista said the per-share offer price is a 62% premium to SumTotal's closing price on April 3.

"We have concluded, based on our exhaustive work and that of our advisers, that the company's ability to realize significant value for its stockholders as a stand-alone public company during a lengthy and highly precarious business model transition is, candidly, subject to significant risk and uncertainty," Vista managing partner and founder Robert F. Smith said in the release.

The shareholder, with a 13% stake in SumTotal, also announced it is nominating Smith, John N. Staples III and Charles R. Whitchurch for election to the company's eight-member board of directors.

Staples is an attorney for Evanston Partners, an investment advisory firm.

Whitchurch is a member of the board of SPSS, Inc., a company that provides predictive analytic software. He is also the former chief financial officer and treasurer of Zebra Technologies Corp.

SumTotal will hold its annual meeting of shareholders on June 12.

Vista said it wants to replace SumTotal directors John W. Cone, Donald E. Fowler and Ali R. Kutay.

The board of directors of SumTotal said it will review Vista's acquisition proposal with its advisers.

Shareholders were asked to refrain from taking any action until the board makes its recommendation, according to a SumTotal news release.

The company said it will review Vista's nomination of directors for election and include its recommendation in the definitive proxy materials mailed to shareholders.

SumTotal is based in Mountain View, Calif., and provides learning and business performance technologies and services.

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