A Number of Firsts - US$1.2 Billion Sale of SkillSoft

Home Knowledge A Number of Firsts – US$1.2 Billion Sale of SkillSoft

A Number of Firsts - US$1.2 Billion Sale of SkillSoft

March 18, 2011

Last year, William Fry advised SkillSoft plc on its innovative and complex US$1.2 billion sale to a consortium of US private equity houses comprising Berkshire Partners, LLC, Advent International Corporation and Bain Capital Partners LLC.

Legal Complexities

Due to the multinational nature of the company (SkillSoft was incorporated in Ireland but listed on NASDAQ); the transaction involved a number of complex legal issues. For example:

even though SkillSoft was listed on NASDAQ, the transaction was governed by the Irish Takeover Rules and the Irish Companies Act as the company was incorporated in Ireland;
due to its NASDAQ listing, SkillSoft was required to comply with the rules and disclosure requirements of the US Securities Act; and
the transaction, was effected by a scheme of arrangement under Irish law – which meant it had to be approved by a majority of SkillSoft shareholders holding at least 75 per cent of the outstanding SkillSoft shares voted at a special meeting and then sanctioned by the Irish High Court.

First Ever Completion Following an Announced Revised Offer

On 12 February 2010, SkillSoft and the consortium announced that they had agreed the terms of a recommended offer at a price of US$10.80 per SkillSoft share. Subsequently, on 31 March 2010, but before SkillSoft shareholders voted on the transaction, SkillSoft and the consortium announced the terms of a revised recommended offer at an increased price of US$11.25 per SkillSoft share. Following the revised offer, the transaction was approved by shareholders on 3 May, sanctioned by the Irish High Court on 20 May and then closed on 26 May 2010. The transaction broke new ground in Ireland as it was the first time a takeover scheme had been revised following a formal announcement and then successfully completed.

“Go-Shop” Process

The transaction was also novel in that following the initial announcement of the scheme on 12 February, SkillSoft was allowed to actively solicit competing acquisition proposal from third parties in a US-style “go-shop” process. Typically, in Irish takeovers, following the formal announcement of the transaction, the target company will be prohibited from soliciting competing proposals from third parties. The results of the “go-shop” process were announced to the market in the circular that went to shareholders.