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Monday, February 15, 2010
SkillSoft to go private in $1B buyout from Bain and partners
By Rodney H. Brown
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Nashua, N.H.-based e-learning and training company SkillSoft PLC plans to leave the public markets in a $1.1 billion buyout through a new company formed by Bain Capital Partners LLC, Berkshire Partners LLC and Advent International Corp. The company’s official headquarters are in Dublin, Ireland, and that is where it will remain based after the close of the deal, officials said.
The all-cash deal calls for SkillSoft (Nasdaq: SKIL) shareholders to receive $10.80 in cash for each SkillSoft share, which the company said represents a 26 percent premium to the average closing price of SkillSoft’s shares over the one-year period ended on Feb. 11.
The board of SkillSoft has already approved the sale to SSI Investments III Ltd., but it still has to clear all regulatory hurdles such as the waiting period required by the Hart-Scott-Rodino Act in the United States and be approved by the Irish High Court. Chuck Moran, CEO of SkillSoft, will remain in that position after the sale, as will the current management team, according to the press release SkillSoft put out. In a conference call, however, Moran said neither he nor any other top management had any written deal to that effect.
The acquisition has been unanimously approved by SkillSoft’s Board of Directors and a committee of independent directors, and the Board intends to recommend to SkillSoft shareholders to vote in favor of the acquisition.
Credit Suisse Securities LLC is acting as financial advisor to SkillSoft, with WilmerHale and William Fry acting as legal advisors. Morgan Stanley is acting as lead financial advisor, Barclays as financial advisor, and Ropes & Gray LLP and Mason Hayes + Curran as legal advisors to the investor group.
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