Skillsoft PLC, a publicly-traded e-Learning software developer, announced today that it has agreed to be acquired by SSI, a private firm formed for this purpose and funded by approximately $1.1 billion USD, or $10.80 per share, a figure equivalent to 14.6 times earnings in FY2010. While this represents an 11% increase over the closing price on Thursday, after-hours trading pushed share price as high as $11.21, leaving some investors feeling that the announced sales price undervalues the company.
With a catalog of more than 6,600 courses sold and supported in over 45 countries, SkillSoft is one of the largest e-Learning companies in the world. It was first incorporated in 1989 in Ireland, and has since pursued a steady growth path punctuated by a merger with SmartForce in 2002 and the acquisition of NETg in 2007.
No information was available at press time about whether any product or operational changes are planned post-acquisition. SkillSoft will continue to be headquartered in Dublin, Ireland, and will be led by the current management team, including Chuck Moran, current and future CEO.
Today’s announcement comes after a unanimous vote of SkillSoft’s board of directors and a committee of independent directors; the announcement also includes the board’s intention to recommend that SkillSoft shareholders approve the acquisition.
After SkillSoft’s announcement, concern about the purchase price was raised in several quarters. Shareholders Foundation, Inc. (www.shareholdersfoundation.com) issued a press release claiming to know of “investigations by law firms [to] focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Skillsoft.” Reuters today reported hearing hopes for a higher price from analysts at both Craig-Hallum and Wedbush Securities.
“We think we got the best price we could negotiate balancing a lot of the things that our board knows in terms of their understanding of the market,” said CEO Chuck Moran during a conference call with analysts following the announcement, as reported by Reuters.
The merger agreement provides for a “go-shop” period, which ends March 6th, that allows SkillSoft to try to find a better deal.
Requests for comment and clarification from SkillSoft and Shareholders Foundation were not returned.
