Published: May 26, 2010
SkillSoft Announces Closing of Take-Private Transaction with Funds Sponsored by Berkshire Partners, Advent International and Bain Capital Partners
DUBLIN, Ireland & NASHUA, N.H. - (BUSINESS WIRE) - 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, LLC
Bain 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 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 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.

Mike Ascione for the Investor Group, (617) 227-0050
or
Tom
McDonald for SkillSoft, (603) 324-3000 x4232
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