DUBLIN, IRELAND and
NASHUA, N.H., March 24 /PRNewswire-FirstCall/ -- 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 RiskMetrics Group (formerly
Institutional Shareholder Services or "ISS") is recommending that
its clients vote in favour 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.
RiskMetrics is widely recognized as one of the leading
independent proxy voting and corporate governance advisory firms.
Their analyses and recommendations are relied upon by many
major institutional investment firms, mutual funds and
fiduciaries.
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 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 by 5:00 p.m. (EDT)
on March 29, 2010.
If shareholders have any questions about how to vote their ADSs,
they should contact the firm assisting SkillSoft in the
solicitation of proxies: Georgeson at 1-866-357-4029 (if calling
from within the United States) or
at +001 212-806-6859 (if calling from outside the United States) between 9:00 am EDT and 5:00 pm EDT on any
business day.
The full terms and conditions of the Scheme of Arrangement 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 were
included in the Definitive Proxy Statement (comprising the Scheme
Document) which was posted/mailed to SkillSoft Shareholders on
March 12, 2010.
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).
Enquiries:
SkillSoft
Tom McDonald, Chief Financial Officer +1(603)324-3000
Geoff Grande, FD Investor Relations +1(617)747-1721
Jonathan Neilan, FD Media Relations, Ireland +353(0)16633686
Financial Adviser to SkillSoft
Credit Suisse
North America
Adam Nordin +1(312)750-3000
Storm Duncan +1(415)249-2100
UK & Ireland
Zachary Brech +442078888888
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 Definitive Proxy
Statement (comprising the Scheme Document).
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.
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 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 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.
SOURCE SkillSoft PLC
