Accel-KKR Buying SumTotal

(Reuters) – SumTotal Systems Inc (SUMT.O) on Friday agreed to be bought out by Accel-KKR, whose offer of $3.80 a share in cash, or about $124 million, trumped an offer made by the company’s largest shareholder earlier this month.

The offer made by affiliates of Accel-KKR is at a premium of about 89 percent over SumTotal’s closing share price on April 3 — when private-equity firm Vista Equity Partners Fund III LP made its unsolicited offer of $3.25 a share.

At that time the company’s second largest shareholder, merchant banking firm Discovery Group, had urged SumTotal to either negotiate with Vista Equity or court other suitors to discuss alternative transactions.

SumTotal, which makes employee-management software, on Friday said its board approved the offer from Accel-KKR, a technology-focused private equity firm with over $1 billion in assets under management,

Vista Equity, which owned 12.7 percent of SumTotal’s outstanding shares at the time of its bid, had included a ‘go shop’ clause in its offer allowing SumTotal to look for a better deal.

The offer from Accel-KKR also contains a provision under which SumTotal can solicit other proposals in the next 30 calendar days, the company said in a statement.

Shares of SumTotal, which opened trading at $2 on April 3, closed at $3.13 Thursday on Nasdaq. (Reporting by Savio D’Souza in Bangalore; Editing by Anil D’Silva)