SkillSoft PLC has reached agreement on the terms of a recommended sale to a new company composed of Berkshire Partners LLC, Advent International Corp. and Bain Capital Partners LLC.
The deal is structured similar to other such moves, where potential financial risks are spread among several purchasers.
“The offer represents an attractive premium relative to our trading history and, as an all-cash offer, provides liquidity for shareholders,” says Chuck Moran, SkillSoft CEO. “We view the transaction as an endorsement of SkillSoft’s leadership and success, which has been achieved through the commitment of a dedicated team over many years.”
SkillSoft’s fiscal 2009 revenues totaled $316+ million. Its shareholders will receive $10.80 in cash for each ordinary share or American Depositary Share (“ADS”), representing a 26 percent premium to its average closing price over the past 12 months and a 49 percent premium to the average closing price over the last five years. The fully diluted equity value of the transaction is approximately $1.1 billion. Of note is that the merger agreement has a “go-shop” period, ending on March 6, which allows SkillSoft to scout for better offers.
The company will continue to be headquartered in Dublin, Ireland, with North American headquarters in Nashua, N.H. Its entire upper management team is expected to stay in place.
“As a leader in the e-learning industry, SkillSoft has continually been a company to watch,” Josh Bersin of Bersin & Associates wrote on his blog. “This latest move will bring exciting opportunities to SkillSoft and the training industry as a whole.”
The acquisition has been unanimously approved by SkillSoft’s Board of Directors and a committee of independent directors. The Board intends to recommend that shareholders vote in its favor. The transaction’s closing also is subject to the expiration of the applicable waiting period under the Hart-Scott-Rodino Act and approval by Ireland’s High Court.