As a valued customer of SumTotal, I wanted to update you on our merger agreement process.
Today we announced the signing of a definitive agreement for SumTotal to be acquired by Vista Equity Partners, a private equity firm, focused on equity transactions involving enterprise software businesses and technology-enabled solutions companies. Under the terms of the agreement, Vista Equity Partners will acquire all of the outstanding shares of SumTotal’s common stock. As you are well aware, we entered into a merger agreement with Accel-KKR on April 24th. That agreement contained a provision whereby SumTotal could solicit superior proposals from third parties during the 30 calendar days following the announcement of the agreement. The agreement we are announcing today with Vista is a result of that process. Accordingly, we have terminated our merger agreement with Accel-KKR.
Vista has a proven track record of growing software businesses, especially market leaders. Their current portfolio includes companies that have significant market share in verticals such as healthcare, utilities, library automation, insurance and professional services. They view SumTotal as having a great platform for learning, performance and talent management. They are excited to continue building solutions on this platform to meet the needs of our customers.
You are an important business partner to us and we are committed to your success. We are committed to providing you with the outstanding solutions, services and support you have come to expect from SumTotal. We look forward to building upon our relationship and continuing to serve you in the future.
We will continue to keep you informed, and if you have any questions, please contact Kimberley Kasper at 650-934-9579 or kkasper@sumtotalsystems.com, or your sales or support representative.
We greatly appreciate your continued confidence and support.
Sincerely,
Arun Chandra
Additional Information and Where You Can Find It
In connection with the proposed transaction, SumTotal will file a proxy statement and relevant documents concerning the proposed transaction with the SEC. Investors and security holders of SumTotal are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about SumTotal and the proposed transaction. The proxy statement (when it becomes available) and any other documents filed by SumTotal with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by SumTotal by contacting SumTotal Investor Relations at 650-934-9584. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
SumTotal and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from SumTotal’s stockholders in connection with the transaction. Information regarding the interests of such directors and executive officers (which may be different then those of SumTotal’s stockholders generally) is included in SumTotal’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and information concerning all of SumTotal’s participants in the solicitation will be included in the proxy statement relating to the proposed transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SEC’s web site at http://www.sec.gov and from SumTotal Investor Relations, at http://investor.sumtotalsystems.com.
SumTotal Systems, Inc.
1808 North Shoreline Boulevard
Mountain View, CA 94043 USA
Tel: +1 866 SMTOTAL +1 650 934 9500
Fax: +1 650 962 9411 +1 866 786 8725
