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 March 10, 2010 of directions from the Irish High Court as to the
convening of the Court Meeting, on March 12, 2010 SkillSoft posted
the definitive Proxy Statement (comprising the definitive Scheme
Document), containing definitive information relating to the
implementation of the 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, the full terms and conditions of
the Scheme, and the notices of the Court Meeting to be convened by
direction of the Irish High Court and the related Extraordinary
General Meeting required to approve the Scheme and related
resolutions, to SkillSoft Shareholders and, for information only,
to SkillSoft Optionholders and the holders of purchase rights under
the SkillSoft Employee Share Purchase Plan.
The Court Meeting will be held at Fitzwilton House, Wilton
Place, Dublin 2, Ireland, at 9:00 a.m. (GMT) on April 6, 2010. The
related Extraordinary General Meeting will be held at Fitzwilton
House, Wilton Place, Dublin 2, Ireland, at 9:15 a.m. (GMT) on April
6, 2010 (or as soon thereafter as the Court Meeting shall have been
concluded or adjourned). Registered SkillSoft American Depositary
Share (“ADS”) holders are encouraged to sign and return the ADS
Voting Instruction Card enclosed with the definitive Proxy
Statement (comprising the 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
March 29, 2010.
As stated in the Rule 2.5 Announcement, under the terms of the
recommended acquisition, SkillSoft shareholders will receive $10.80
in cash for each SkillSoft ordinary share or ADS, representing a
26% premium to the average closing price of SkillSoft’s ADS over
the one-year period ended on February 11, 2010 and a 49% premium to
the average closing price of SkillSoft’s ADS over the five-year
period ended on February 11, 2010. The fully diluted equity value
of the transaction is approximately $1.1 billion.
SkillSoft and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
transactions contemplated by this scheme of arrangement.
Information regarding SkillSoft’s directors and executive officers
is contained in SkillSoft’s Annual Report on Form 10-K for the year
ended January 31, 2009 and its Proxy Statement on Schedule 14A,
dated August 26, 2009, which are filed with the SEC. These
documents including the definitive Proxy Statement (comprising the
definitive Scheme Document) are available free of charge at the
SEC’s web site www.sec.gov.
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 18,000
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) 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 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
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
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 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 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 Rule 2.5 Announcement.
Any response in relation to the Acquisition should be made only
on the basis of the information contained in the definitive Proxy
Statement (comprising the Scheme Document). SkillSoft
Securityholders are advised to read carefully the formal
documentation in relation to the proposed transaction once the
definitive Proxy Statement (comprising the 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 SSI Investments III Limited’s and 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 Quarterly Report on Form
10-Q for the quarterly period ended 31 October 2009, as filed with
the Securities and Exchange Commission. The forward-looking
statements provided by SSI Investments III Limited and SkillSoft in
this announcement represent the views of SSI Investments III
Limited and SkillSoft as of the date of this announcement. SSI
Investments III Limited and SkillSoft anticipate that subsequent
events and developments may cause their views to change. However,
while SSI Investments III Limited and SkillSoft may elect to update
these forward-looking statements at some point in the future, SSI
Investments III Limited and SkillSoft specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing SSI Investments III Limited’s or
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
(Dublin time) 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 (Dublin time) 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 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 Acquisition disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
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