By Lisa Kerner
Charlotte, N.C., May 27 - SumTotal Systems, Inc. agreed to be acquired by affiliates of Vista Equity Partners Fund III, LP for $4.85 per share in cash in a deal valued at approximately $160 million.
The per-share offer price is a premium of approximately 141.3% over SumTotal's closing share price on April 3, the last trading day prior to the public announcement of Vista's proposal to acquire SumTotal for $3.25 per share in cash.
SumTotal's board of directors unanimously approved the agreement with Vista.
The previously announced amended merger agreement with affiliates of Accel-KKR was terminated following the expiration of the negotiation period, SumTotal said. Accel-KKR offered $4.80 per share for SumTotal's stock.
As part of the agreement, SumTotal paid a termination fee of $6.67 million to affiliates of Accel-KKR.
Vista's proposal, as previously reported, also includes a $6.67 million termination fee.
The transaction with Vista is not subject to a financing approval but is subject to customary closing conditions, including the approval of SumTotal's stockholders.
RBC Capital Markets Corp. is advising SumTotal's board. Vista is being advised by Union Square Advisors LLC.
SumTotal is based in Mountain View, Calif., and provides learning and business performance technologies and services.
| Acquirer: | Vista Equity Partners Fund III, LP
|
| Target: | SumTotal Systems, Inc.
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| Announcement date: | May 27
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| Transaction total: | $160 million
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| Price per share: | $4.85
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| Termination fee: | $6.67 million
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: SUMT: $4.89 on May 26
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