SUMT Sumtotal Systems (MM)

SumTotal� Systems, Inc. (NASDAQ: SUMT) (�SumTotal� or �the Company�), the market leader and a global provider of talent development solutions, today announced today that it has scheduled a special meeting of stockholders in connection with its proposed transaction with affiliates of Vista Equity Partners Fund III, L.P. (�Vista�), on July 21, 2009 at 10:00 a.m. local time at the Company�s headquarters, located at 1808 North Shoreline Boulevard, Mountain View, California, 94043. As previously announced on May 27, 2009, SumTotal entered into a definitive merger agreement with Vista, pursuant to which Vista would acquire all of the outstanding shares of SumTotal common stock for $4.85 per share in cash.

The Company also announced that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 for Vista�s proposed acquisition of SumTotal, and that the transaction can be consummated without further regulatory review.

SumTotal stockholders of record as of the close of business on June 22, 2009 will be entitled to vote at the special meeting. Subject to stockholder approval and satisfaction of other closing conditions, the Company expects to complete the transaction shortly after the meeting.

Arun Chandra, Chief Executive Officer of SumTotal, said, �We are very pleased that we are moving steadily ahead to complete this transaction, which we believe is compelling for all our constituents � our shareholders, customers and valued employees.�

The Board of Directors of SumTotal has unanimously approved the Vista transaction and recommends that all SumTotal stockholders vote �FOR� the adoption of the merger agreement.

The Company has filed with the Securities and Exchange Commission definitive proxy materials in connection with the meeting. Stockholders are encouraged to read the Company�s definitive proxy materials in their entirety as they provide, among other things, important information regarding the merger and the reasons behind the Board of Directors� unanimous recommendation that stockholders vote FOR the adoption of the merger agreement. Stockholders are encouraged to complete, sign, date and return their voting materials, even if they plan to attend the meeting, to ensure that their shares are represented at the meeting.

Stockholders who have questions about the merger or need assistance in submitting their proxy or voting their shares should contact the Company's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, 1-800-322-2885, Email: proxy@mackenziepartners.com.

About SumTotal Systems, Inc.

SumTotal Systems, Inc. (NASDAQ:SUMT) is the market leader and a global provider of talent development solutions. SumTotal deploys mission-critical solutions designed to drive learning, align goals, develop skills, assess performance, plan for succession and set compensation. SumTotal�s solutions aim to accelerate performance and profits for more than 1,500 companies and governments of all sizes, including six of the world�s 10 biggest pharmaceutical makers, six of the 10 largest automotive companies in the world, four of the five branches of the U.S. Armed Forces, three of the world�s top five airlines, five of the six largest U.S. commercial banks and two of the world�s top five specialty retailers. Mountain View, CA-based SumTotal has offices across Asia, Australia, Europe and North America. For more information about SumTotal�s products and services, visit www.sumtotalsystems.com.

SumTotal and the SumTotal logo are registered trademarks or trademarks of SumTotal Systems, Inc. and/or its affiliates in the United States and/or other countries. Other names may be trademarks of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the �safe harbor� provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management�s current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this document include statements concerning the proposed transaction with Vista, including statements regarding the planned stockholder meeting. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: risks associated with uncertainty as to whether the transaction with Vista will be completed, costs and potential litigation associated with a transaction, the failure to obtain SumTotal�s stockholder approval as may be required to consummate a transaction, the failure of either party to meet the closing conditions set forth in the merger agreement with Vista, the possibility of regulatory inquiries and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission. We urge you to carefully consider the risks which are described in SumTotal�s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008 and in SumTotal�s other SEC filings. SumTotal is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.

Additional Information and Where You Can Find It

In connection with the proposed transaction, SumTotal has filed a proxy statement and relevant documents concerning the proposed transaction with the SEC. Investors and security holders of SumTotal are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about SumTotal and the proposed transaction. The proxy statement and any other documents filed by SumTotal with the SEC may be obtained free of charge at the SEC�s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by SumTotal by contacting SumTotal Investor Relations at 650-934-9584. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

SumTotal and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from SumTotal�s stockholders in connection with the transaction. Information regarding the interests of such directors and executive officers, and information concerning all of SumTotal�s participants in the solicitation is included in the proxy statement relating to the proposed transaction. Each of these documents is, or will be, available free of charge at the SEC�s web site at http://www.sec.gov and from SumTotal Investor Relations, at http://investor.sumtotalsystems.com.

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