SumTotal finds Vista's increased offer superior to Accel-KKR deal

By Lisa Kerner

Charlotte, N.C., May 14 - Vista Equity Partners Fund III, LP increased its offer for SumTotal Systems, Inc. to $4.75 per share from $4.50 on Wednesday, and the SumTotal board of directors determined that the revised proposal is a superior proposal as defined in SumTotal's merger agreement with Accel-KKR.

SumTotal had previously determined that the $4.50-per-share offer was superior.

Accel-KKR agreed on April 24 to acquire all of the outstanding shares of SumTotal common stock for $3.80 per share.

SumTotal is obligated to negotiate in good faith with Accel-KKR through Monday under the terms of their agreement.

According to SumTotal, it will be required to pay a $6.67 million fee to Accel-KKR in order to accept a superior proposal from any other party.

SumTotal said its board is not withdrawing, amending, qualifying or modifying its recommendation with respect to the Accel-KKR agreement and is not making any recommendation in regards to the Vista proposal.

As previously reported, in addition to offering to buy SumTotal, Vista previously announced it is nominating Robert F. Smith, John N. Staples III and Charles R. Whitchurch for election to the company's eight-member board of directors on June 12. Vista said it wants to replace SumTotal directors John W. Cone, Donald E. Fowler and Ali R. Kutay.

SumTotal is based in Mountain View, Calif., and provides learning and business performance technologies and services.

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