UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __ )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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SkillSoft Public Limited Company
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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This
filing consists of a press release of SkillSoft PLC dated April 9, 2010.
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SKILLSOFT ANNOUNCES POSTING OF REVISED DEFINITIVE PROXY STATEMENT
(COMPRISING THE REVISED DEFINITIVE SCHEME DOCUMENT)
DUBLIN & NASHUA, N.H., April 9, 2010 (BUSINESS WIRE)
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 April 7, 2010 of directions from the Irish High Court as to the reconvening of the adjourned Court Meeting, on April 9, 2010 SkillSoft filed with the Securities and Exchange Commission and mailed/posted the revised definitive
Proxy Statement (comprising the revised definitive Scheme Document) to SkillSoft Shareholders and, for information only, to SkillSoft Optionholders. The revised definitive Proxy Statement (comprising the revised definitive Scheme Document) contains,
among other things, (i) definitive information relating to the implementation of 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, (ii) the full terms and conditions of the Scheme, and (iii) the notices of the adjourned Court Meeting to be reconvened by direction of the Irish High Court and the related
adjourned Extraordinary General Meeting required to approve the Scheme and related resolutions.
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).
Registered SkillSoft American Depositary Share
(ADS) holders who previously voted their ADSs by properly and timely submitting their voting instructions, and who wish such voting instructions to remain unchanged for the Adjourned Meetings, should take no action. ADS holders who did
not previously submit voting instructions, or who wish to change their previously submitted voting instructions, are encouraged to sign and return the ADS Voting Instruction Card enclosed with the revised definitive Proxy Statement (comprising the
revised 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 April 27, 2010.
As stated 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, under the terms of the revised recommended acquisition, SkillSoft shareholders will receive $11.25 in cash for each SkillSoft ordinary share or ADS,
representing a 31% premium to the average closing price of SkillSofts ADS over the one-year period ended on February 11, 2010 and a 15% premium to the closing
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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. SkillSofts 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.
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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 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 revised recommended acquisition should be made only on the basis of the
information contained in the revised definitive Proxy Statement (comprising the revised definitive Scheme Document). SkillSoft Securityholders are advised to read carefully the formal documentation in relation to the proposed transaction once the
revised definitive Proxy Statement (comprising the revised definitive 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 SkillSofts 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
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Risk Factors in SkillSofts 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 SkillSofts 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 Panels 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
Panels 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 Panels 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
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recommended acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.
SOURCE: SkillSoft PLC
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
or
Financial Adviser to SkillSoft
Credit Suisse
North America
Adam Nordin +1-312-750-3000
Storm
Duncan +1-415-249-2100
or
UK & Ireland
Zachary Brech +442078888888
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