SkillSoft PLC (NASDAQ: SKIL), a leading Software as a Service
(SaaS) provider of on-demand e-learning and performance support
solutions, announced that the acquisition of the Company 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 (together, the "Investor Group"),
was completed today. Under the terms of the transaction, pursuant
to Irish law, SkillSoft shareholders will receive US$11.25 in cash
for each SkillSoft share no later than June 9, 2010, a premium of
approximately 15 percent over US$9.76, the closing price of
SkillSoft shares on February 11, 2010, the last trading day before
the first public announcement of the acquisition. The fully diluted
equity value of the transaction is approximately US$1.2
billion.
“SkillSoft is pleased to announce the closing of this
transaction,” said Chuck Moran, who will continue to lead SkillSoft
as CEO together with the current management team. “We believe this
represents an attractive outcome for our shareholders, and we view
the transaction as an endorsement of SkillSoft’s commitment to
providing innovative e-learning products, combined with unmatched
customer service. We look forward to this next chapter of
SkillSoft’s evolution in partnership with Berkshire, Advent and
Bain Capital.”
SkillSoft will continue to be headquartered in Dublin, Ireland,
but effective today its shares will no longer be publicly listed on
NASDAQ.
“SkillSoft is a compelling company with an exceptional
management team,” said Michael Ascione, a Managing Director of
Berkshire Partners. “We look forward to supporting Chuck Moran and
the SkillSoft team as they continue to grow SkillSoft’s strong
position in the industry.”
“We expect the e-learning industry to exhibit strong growth
characteristics over the next decade,” said Steve Tadler, a
Managing Partner of Advent International. “We believe that
SkillSoft is well-positioned to continue to develop and enhance its
e-learning products and services.”
Ian Loring, a Managing Director of Bain Capital Partners, added,
“SkillSoft's strong position in the training industry and
compelling economic model create the opportunity to invest in a
range of strategic growth initiatives that offer significant
long-term potential.”
Morgan Stanley & Co., Incorporated, Barclays Capital and
Deutsche Bank provided financing for the transaction. For the
Investor Group, Morgan Stanley & Co., Incorporated and Barclays
Capital acted as financial advisors, and Ropes & Gray LLC and
Mason, Hayes+Curran provided legal counsel. SkillSoft’s financial
advisor was Credit Suisse Securities LLC, and WilmerHale and
William Fry acted as legal counsel.
About SkillSoft PLC SkillSoft PLC 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™ portals, virtual instructor-led training
services and online mentoring services. SkillSoft's Books24x7®
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® learning
management system, Search-and-Learn®, SkillSoft® Dialogue™,
inGenius™ and virtual classroom. For additional information, visit
www.skillsoft.com.
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 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.
About Berkshire Partners LLC Berkshire Partners, the
Boston-based private equity firm, has invested in leading mid-sized
companies for over twenty-five years through seven investment funds
with aggregate capital of US$6.5 billion. Berkshire has a long
history of successfully investing in business services companies,
including NEW Asurion (a provider of extended service plans and
value added wireless subscription services), Crown Castle (a
provider of antennae sites and related services to the wireless
communications industry) and Acosta (a provider of sales and
marketing services to the consumer packaged goods industry). Since
the mid-1980s, Berkshire has invested in over 100 companies with
approximately US$20 billion of acquisition value and combined
revenues of over US$22 billion. Berkshire seeks to invest US$50
million to US$500 million of equity capital in each portfolio
company. For additional information, visit
www.berkshirepartners.com.
About Advent International Corporation Founded in 1984,
Advent International is one of the world’s leading global buyout
firms, with offices in 16 countries on four continents. A driving
force in international private equity for 25 years, Advent has
built an unparalleled global platform of over 150 investment
professionals across Western and Central Europe, North America,
Latin America and Asia. The firm focuses on international buyouts,
strategic repositioning opportunities and growth buyouts in five
core sectors, working actively with management teams to drive
revenue growth and earnings improvements in portfolio companies.
Since inception, Advent has raised US$26 billion in private equity
capital and, through its buyout programs, has completed over 250
transactions valued at approximately US$50 billion in 35 countries.
The firm has backed numerous management teams in knowledge-based
industries including: Financial Dynamics, an international business
communications consultancy; Alexander Mann, a specialist staffing
company focused on information technology and financial markets;
Equiniti, the pre-eminent UK provider of share registration
services, retail investor services and employee benefits solutions;
HumanGroup, a provider of temporary and outsourced staffing
services; Kroton (Bovespa: KROT11), one of Brazil’s largest private
education companies; and WSiP, the largest educational publisher in
Poland. For more information, visit
www.adventinternational.com.
About Bain Capital, LLCBain Capital, LLC
(www.baincapital.com) is a global private investment firm whose
affiliates, including Bain Capital Partners, manage several pools
of capital including private equity, venture capital, public
equity, high-yield assets and mezzanine capital with approximately
US$65 billion in assets under management. Bain Capital has a team
of over 300 professionals dedicated to investing and to supporting
its portfolio companies. Since its inception in 1984, funds
sponsored by Bain Capital have made private equity investments and
add-on acquisitions in over 300 companies in a variety of
industries around the world. Bain Capital has a long history of
investments in the software, business services and education
industries, including SunGard, Applied Systems, Houghton Mifflin,
Gartner Group, UGS, LinkedIn, The Princeton Review, SolarWinds, and
FleetCor. Headquartered in Boston, Bain Capital has offices in New
York, London, Munich, Hong Kong, Shanghai, Tokyo, and Mumbai.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTSThis 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 delays or difficulties in consummating
the proposed acquisition by SSI Investments III Limited,
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 fiscal
year 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 their 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.
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