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, announces that today the Irish High
Court sanctioned (without modification or addition) the Scheme of
Arrangement presented to it in connection with the 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.
The Scheme will become effective on the delivery of an office
copy of the Court Order and the minute required by Section 75 of
the Companies Act of Ireland 1963 to the Registrar of Companies and
the registration of the Court Order and minute by him.
It is expected that the Scheme will become effective on May 26,
2010 in which case the last day of dealings in SkillSoft ADSs on
NASDAQ is expected to be May 26, 2010 and the last day by which the
consideration to which SkillSoft Shareholders are entitled will be
despatched will be June 9, 2010.
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 revised definitive
Proxy Statement (comprising the revised definitive Scheme
Document).
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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