SumTotal Systems to Hold Special Meeting for Proposed Merger on July 21, 2009
23 Juni 2009 - 2:25PM
Business Wire
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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