SumTotal's Board of Directors Determines That Revised Proposal From Vista Equity Partners is a Superior Proposal

MOUNTAIN VIEW, Calif., May 20, 2009 – SumTotal® Systems, Inc. (NASDAQ: SUMT), the market leader and a global provider of talent development solutions, today announced that its Board of Directors has determined that a revised proposal received today from Vista Equity Partners (“Vista Equity”) to acquire all of the outstanding shares of SumTotal common stock for $4.85 per share in cash is a superior proposal, as defined in SumTotal’s merger agreement with Accel-KKR, as amended on May 19, 2009 (the “Amended Accel-KKR Agreement”). In accordance with the terms of the Amended Accel-KKR Agreement, SumTotal has delivered notice to Accel-KKR of the Board’s determination.

Under the terms of the Amended Accel-KKR Agreement, SumTotal is obligated to negotiate in good faith with Accel-KKR for a period of three business days (through May 26, 2009) to make adjustments to the terms and conditions of the merger agreement. As previously announced on May 19, 2009, SumTotal and Accel-KKR entered into an amended definitive merger agreement under which Accel-KKR would acquire all of the outstanding shares of SumTotal common stock for $4.80 per share in cash. In accordance with the Amended Accel-KKR Agreement, SumTotal would be required to pay a fee of $6.67 million to Accel-KKR in order to accept a superior proposal from any other party, including Vista Equity (the “termination fee”). SumTotal noted that the termination fee under Vista Equity’s proposal as initially announced on May 13, 2009 and revised on May 20, 2009 is the same amount as the termination fee in the Amended Accel-KKR Agreement.

Under the terms of Vista Equity’s revised proposal, Vista Equity would acquire all of the outstanding shares of SumTotal common stock for $4.85 per share in cash. In addition, if SumTotal were to enter into the merger agreement proposed by Vista Equity following the three business day negotiation period, SumTotal would be required to pay a fee of $6.67 million to Vista Equity in order to accept a superior proposal from any other party. Vista Equity’s revised proposal also contemplates an increase in the consideration payable to SumTotal stockholders to up to $4.95 per share in cash in the event of the invalidation or reduction of the termination fee SumTotal is required to pay Accel-KKR in accordance with the terms of the Amended Accel-KKR Agreement. SumTotal noted that it considers the Amended Accel-KKR Agreement to be a binding obligation of SumTotal and that Accel-KKR has indicated to SumTotal that it is not willing to reduce the termination fee payable to Accel-KKR under the Amended Accel-KKR Agreement, and that stockholders should therefore expect the current Vista Equity proposal to be $4.85 per share in cash.

SumTotal’s Board is not withdrawing, amending, qualifying or modifying its recommendation with respect to the Amended Accel-KKR agreement and is not making any recommendation at this time with respect to the revised Vista Equity proposal. There can be no assurance a transaction with Vista Equity will result.

RBC Capital Markets Corporation is acting as financial advisor to the Board of SumTotal, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as SumTotal’s legal advisor.

About SumTotal Systems, Inc.
SumTotal Systems, Inc. is the global leader of strategic Human Capital Management (HCM) solutions that provide organizations with a new level of visibility to help make more informed business decisions and accelerate growth. Recognized by industry analysts as the most complete solution, SumTotal provides full employee lifecycle management, including a core system of record, from a single provider for improved business intelligence. The company offers customers of all sizes and industries the most flexibility and choice with multiple purchase, configuration, and deployment options. We have increased the performance of the world’s largest organizations including Sony Electronics (NYSE: SNE), AstraZeneca (NYSE: AZN [ADR]; London: AZN), Amway (KUL:AMWAY), Seagate (NYSE: STX), Dell (NASDAQ:DELL), and Google (NASDAQ:GOOG).
For more information, or to request a demo, please call +1 (866) 768-6825 (US / Canada), +1 (352) 264-2800 (international) or visit www.sumtotalsystems.com.

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