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 on April 7, 2010
it received directions from the Irish High Court as to the
convening of the adjourned Court Meeting in relation to 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. 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).
SkillSoft will make a further announcement following mailing of the
revised, definitive Proxy Statement (comprising the revised Scheme
Document).
On March 31, 2010, the Board of SkillSoft and the Board of SSI
Investments III Limited announced, pursuant to the Irish Takeover
Rules, that they had reached agreement on the revised terms of a
recommended acquisition for cash of the entire issued and to be
issued share capital of SkillSoft by SSI Investments III Limited by
means of a Scheme of Arrangement under Section 201 of the Companies
Act 1963 of Ireland. As stated in the March 31 announcement, under
the terms of the revised recommended acquisition, SkillSoft
shareholders will receive $11.25 in cash for each SkillSoft
ordinary share or American Depositary Share (“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
over 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, Dialogue and inGenius
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 exclusively for SSI Investments III
Limited and no one else in connection with the Acquisition and will
not be responsible to anyone other than SSI Investments III Limited
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.
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 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.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
On March 12, 2010, SkillSoft filed with the U.S. Securities and
Exchange Commission, or SEC, a Definitive Proxy Statement
(comprising the Scheme Document) and SkillSoft intends to mail to
its security holders a revised Definitive Proxy Statement
(comprising the revised Scheme Document) in connection with the
Acquisition and the Scheme. Investors and security holders are
urged to read carefully SkillSoft’s Definitive Proxy Statement
(comprising the Scheme Document) and SkillSoft’s revised Definitive
Proxy Statement (comprising the revised Scheme Document), when
available, because these documents contain important information
about SkillSoft, the Acquisition and the Scheme and related
matters. Investors and security holders may obtain free copies of
the Definitive Proxy Statement (comprising the Scheme Document) and
the revised Definitive Proxy Statement (comprising the revised
Scheme Document), when available, and other documents filed with
the SEC by SkillSoft through the web site maintained by the SEC at
www.sec.gov. In addition,
investors and shareholders may obtain free copies of the Definitive
Proxy Statement (comprising the Scheme Document) and revised
Definitive Proxy Statement (comprising the revised Scheme
Document), when available, from SkillSoft by contacting SkillSoft
PLC, Attention: Investor Relations, 107 Northeastern Boulevard,
Nashua, New Hampshire 03062, USA; (tel) +1(603)324-3000.
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
(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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