SkillSoft PLC (NASDAQ:SKIL), a leading Software as a Service
(SaaS) provider of on-demand e-learning and performance support
solutions for global enterprises, government, education and small
to medium-sized businesses, announced that, following receipt on
April 7, 2010 of directions from the Irish High Court as to the
reconvening of the adjourned Court Meeting, on April 9, 2010
SkillSoft filed with the Securities and Exchange Commission and
mailed/posted the revised definitive Proxy Statement (comprising
the revised definitive Scheme Document) to SkillSoft Shareholders
and, for information only, to SkillSoft Optionholders. The revised
definitive Proxy Statement (comprising the revised definitive
Scheme Document) contains, among other things, (i) definitive
information relating to the implementation of the revised
recommended acquisition of SkillSoft by SSI Investments III
Limited, a company formed by funds sponsored by each of Berkshire
Partners LLC, Advent International Corporation and Bain Capital
Partners, LLC, (ii) the full terms and conditions of the Scheme,
and (iii) the notices of the adjourned Court Meeting to be
reconvened by direction of the Irish High Court and the related
adjourned Extraordinary General Meeting required to approve the
Scheme and related resolutions.
The adjourned Court Meeting will be held at Fitzwilton House,
Wilton Place, Dublin 2, Ireland, at 9:00 a.m. (GMT) on May 3, 2010.
The related adjourned Extraordinary General Meeting will be held at
Fitzwilton House, Wilton Place, Dublin 2, Ireland, at 9:15 a.m.
(GMT) on May 3, 2010 (or as soon thereafter as the adjourned Court
Meeting shall have been concluded or adjourned).
Registered SkillSoft American Depositary Share (“ADS”) holders
who previously voted their ADSs by properly and timely submitting
their voting instructions, and who wish such voting instructions to
remain unchanged for the Adjourned Meetings, should take no action.
ADS holders who did not previously submit voting instructions, or
who wish to change their previously submitted voting instructions,
are encouraged to sign and return the ADS Voting Instruction Card
enclosed with the revised definitive Proxy Statement (comprising
the revised definitive Scheme Document) as soon as possible and in
any event so as to be received by The Bank of New York Mellon, at
Proxy Tabulator for SkillSoft PLC, P.O. Box 8016, Cary, North
Carolina 27512-9903 United States, as soon as possible but, in any
event, so that it is received by 5:00 p.m. (EST) on April 27,
2010.
As stated in the announcement of March 31, 2010 made by
SkillSoft and SSI Investments III Limited pursuant to Rule 2.5 of
the Irish Takeover Rules, under the terms of the revised
recommended acquisition, SkillSoft shareholders will receive $11.25
in cash for each SkillSoft ordinary share or ADS, representing a
31% premium to the average closing price of SkillSoft's ADS over
the one-year period ended on February 11, 2010 and a 15% premium to
the closing price of a SkillSoft ADS on February 11, 2010. The
fully diluted equity value of the transaction is approximately $1.2
billion.
About SkillSoft
SkillSoft PLC (NASDAQ:SKIL) is a leading SaaS provider of
on-demand e-learning and performance support solutions for global
enterprises, government, education and small to medium-sized
businesses. SkillSoft enables business organizations to maximize
business performance through a combination of comprehensive
e-learning content, online information resources, flexible learning
technologies and support services.
Content offerings include business, IT, desktop, compliance and
consumer/SMB courseware collections, as well as complementary
content assets such as Leadership Development Channel video
products, KnowledgeCenter(TM) portals, virtual instructor-led
training services and online mentoring services. SkillSoft's
Books24x7(R) product offering includes access to more than 25,000
digitized IT and business books, as well as book summaries and
executive reports. Technology offerings include the SkillPort(R)
learning management system, Search-and-Learn(R), SkillSoft(R)
Dialogue(TM), inGenius(TM) and virtual classroom.
SkillSoft courseware content described herein is for information
purposes only and is subject to change without notice. SkillSoft
has no obligation or commitment to develop or deliver any future
release, upgrade, feature, enhancement or function described in
this press release except as specifically set forth in a written
agreement.
SkillSoft, the SkillSoft logo, SkillPort, Search-and-Learn,
SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials,
GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives,
ExecSummaries, ExecBlueprints, Express Guide, inGenius and Dialogue
are trademarks or registered trademarks of SkillSoft PLC in the
United States and certain other countries. All other trademarks are
the property of their respective owners, countries.
Legal Information
The directors of SkillSoft accept responsibility for the
information contained in this announcement, other than that
relating to SSI Investments III Limited, Berkshire Partners LLC,
Advent International Corporation and Bain Capital Partners, LLC and
the directors of SSI Investments III Limited and members of their
immediate families, related trusts and persons connected with them.
To the best of the knowledge and belief of the directors of
SkillSoft (who have taken all reasonable care to ensure such is the
case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The directors of SSI Investments III Limited accept
responsibility for the information contained in this announcement
relating to SSI Investments III Limited, Berkshire Partners LLC,
Advent International Corporation and Bain Capital Partners, LLC and
the directors of SSI Investments III Limited and members of their
immediate families, related trusts and persons connected with them.
To the best of the knowledge and belief of the directors of SSI
Investments III Limited (who have taken all reasonable care to
ensure such is the case, the information contained in this
announcement for which they accept responsibility) is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Credit Suisse Securities (USA) LLC ("Credit Suisse"), which is
regulated under the laws of the United States of America, is acting
for SkillSoft and for no one else in connection with the revised
recommended acquisition and will not be responsible to any person
other than SkillSoft for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the revised recommended acquisition, the content of this
announcement or any transaction or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Credit Suisse in connection with this announcement, any
transaction, any statement contained herein or otherwise.
Morgan Stanley, which is regulated under the laws of the United
States of America, is acting as lead financial advisor to SSI
Investments and the Investor Group and no one else in connection
with the revised recommended acquisition and will not be
responsible to anyone other than SSI Investments and the Investor
Group for providing the protections afforded to clients of Morgan
Stanley or for providing advice in relation to the revised
recommended acquisition, the contents of this announcement or any
transaction or arrangement referred to herein. Neither Morgan
Stanley nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Morgan Stanley in
connection with this announcement, any transaction, any statement
contained herein or otherwise.
WilmerHale and William Fry are acting as legal advisors to
SkillSoft. Ropes & Gray LLP and Mason Hayes+Curran are acting
as legal advisors to SSI Investments III Limited, Berkshire
Partners LLC, Advent International Corporation and Bain Capital
Partners, LLC.
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the acquisition or otherwise.
Capitalised terms used but not otherwise defined herein shall
have the meanings given to such terms in the announcement of March
31, 2010 made by SkillSoft and SSI Investments III Limited pursuant
to Rule 2.5 of the Irish Takeover Rules.
Any response in relation to the revised recommended acquisition
should be made only on the basis of the information contained in
the revised definitive Proxy Statement (comprising the revised
definitive Scheme Document). SkillSoft Securityholders are advised
to read carefully the formal documentation in relation to the
proposed transaction once the revised definitive Proxy Statement
(comprising the revised definitive Scheme Document) has been
despatched.
Safe Harbour Forward-Looking Statements
This announcement includes information that constitutes
forward-looking statements made pursuant to the safe harbour
provision of the Private Securities Litigation Reform Act of 1995.
Statements in this announcement regarding the proposed transaction
between SSI Investments III Limited and SkillSoft, the expected
timetable for completing the transaction and any other statements
about SkillSoft's future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements. Any such
forward-looking statements involve risk and uncertainties that
could cause actual results to differ materially from those
indicated by such forward-looking statements. Factors that could
cause or contribute to such differences include competitive
pressures, changes in customer demands or industry standards,
adverse economic conditions, loss of key personnel, litigation and
other risk factors disclosed under the heading "Risk Factors" in
SkillSoft's Annual Report on Form 10-K for the annual period ended
January 31, 2010, as filed with the Securities and Exchange
Commission. The forward-looking statements provided by SkillSoft in
this announcement represent the views of SkillSoft as of the date
of this announcement. SkillSoft anticipates that subsequent events
and developments may cause its views to change. However, while
SkillSoft may elect to update these forward-looking statements at
some point in the future, SkillSoft specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing SkillSoft's views as of any date
subsequent to the date of this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel
Act, 1997, Takeover Rules 2007, as amended (the "Irish Takeover
Rules"), if any person is, or becomes, 'interested' (directly or
indirectly) in, one per cent., or more of any class of 'relevant
securities' of SkillSoft, all 'dealings' in any 'relevant
securities' of SkillSoft (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by not later than 3.30 pm
(GMT) on the business day following the date of the relevant
transaction. This requirement will continue until the date on which
the scheme becomes effective or on which the 'offer period'
otherwise ends. If two or more persons co-operate on the basis of
any agreement, either express or tacit, either oral or written, to
acquire an 'interest' in 'relevant securities' of SkillSoft, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of SkillSoft by SSI
Investments III Limited or SkillSoft, or by any of their respective
'associates' must also be disclosed by no later than 12 noon (GMT)
on the business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Panel's website at www.irishtakeoverpanel.ie or contact the Panel
on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678
9289.
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the revised recommended acquisition
are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any
jurisdiction in respect of which it would be unlawful to do so,
including (but not limited to) Canada, South Africa, Australia and
Japan. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed
revised recommended acquisition disclaim any responsibility or
liability for the violations of any such restrictions by any
person.
SOURCE: SkillSoft PLC
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