Vista Equity completes due diligence, preps for SumTotal acquisition

By Lisa Kerner

Charlotte, N.C., May 11 - Vista Equity Partners Fund III, LP said it completed its confirmatory due diligence with respect to its proposed acquisition of SumTotal Systems, Inc.

In a Sunday letter to SumTotal, Vista confirmed its $4.50-per-share cash offer and included a draft merger agreement as well as equity commitment and guarantee letters.

The letter was included in a schedule 13D/A filed with the Securities and Exchange Commission.

Vista believes its proposal is superior to the company's agreement with Accel-KKR. Under Vista's proposal, if SumTotal receives and accepts a superior proposal from a party other than Accel-KKR and Vista declines to match that proposal, SumTotal will not have to pay a breakup fee.

As previously reported, Vista, with a 13% stake in SumTotal, increased its offer for the company to $4.50 per share from $3.25.

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

In addition to offering to buy SumTotal, 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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