SILICON SLOPES, Utah, Dec. 13, 2020 (GLOBE NEWSWIRE) — Pluralsight, Inc. (NASDAQ: PS), the know-how workforce growth firm, immediately introduced that it has entered right into a definitive settlement to be acquired by Vista Equity Partners (“Vista”), a number one international funding agency centered on enterprise software program, knowledge and technology-enabled companies.
Beneath the phrases of the settlement, Vista, in partnership with its institutional co-investors together with Companions Group, will purchase all excellent shares of Pluralsight widespread inventory for $20.26 per share in an all-cash transaction valued at roughly $3.5 billion. The acquisition worth represents a premium of roughly 25% to the corporate’s quantity weighted common closing inventory worth for the 30 buying and selling days previous to immediately’s announcement.
Pluralsight, which is headquartered in Utah and has over 1,700 workers, gives know-how workforce growth options, together with abilities intelligence, abilities growth and engineering administration capabilities. These options assist develop world-class technologists and know-how groups and empower them to drive the subsequent wave of innovation for his or her organizations. The corporate’s two merchandise, Pluralsight Expertise and Pluralsight Movement, are utilized by greater than 17,000 clients, together with 70% of Fortune 500 corporations.
“We’re happy to have reached this settlement with Vista, which delivers vital speedy money worth to our shareholders, and positions Pluralsight to proceed assembly and exceeding the expectations of our clients,” mentioned Gary Crittenden, Pluralsight’s lead impartial director. “This transaction, which is the results of a sturdy course of overseen and directed by an impartial Transaction Committee of the Board of Administrators, is a testomony to the worth Pluralsight has created and the fame our crew has constructed. Enterprises everywhere in the world depend on Pluralsight’s options to strengthen know-how abilities, innovate quicker and meet their core aims. With Vista’s help, we’re assured that Pluralsight can be even higher positioned to ship worth to our clients. We’re assured that this transaction is the perfect path ahead for Pluralsight and our stakeholders.”
“As we speak’s announcement is an thrilling milestone for Pluralsight as we start the subsequent part of our evolution,” mentioned Aaron Skonnard, co-founder and CEO of Pluralsight. “By way of this partnership with Vista, we can transfer quicker and be extra agile, speed up our strategic imaginative and prescient and, finally, ship deeper, extra highly effective options that assist corporations adapt and thrive within the digital age. We’re relentlessly centered on serving to enterprises enhance and optimize their know-how workforce and offering the best path to abilities transformation for his or her know-how groups. The worldwide Vista ecosystem of main enterprise software program corporations gives vital assets and institutional information that can open doorways and assist gas our progress. We’re thrilled that we can leverage Vista’s experience to additional strengthen our market main place.”
“We’ve seen firsthand that the demand for expert software program engineers continues to outstrip provide, and we anticipate this development to persist as we transfer right into a hybrid online-offline world throughout all industries and interactions, with enterprise leaders recognizing that technological innovation is important to enterprise success,” mentioned Monti Saroya, co-head of the Vista Flagship Fund and senior managing director at Vista. “By way of its platform, Pluralsight permits these leaders to enhance productiveness and supply profession pathing alternatives throughout their IT workforces.”
“Pluralsight and Vista share the idea that software program is vital to unlocking alternative and progress,” mentioned Adrian Alonso, managing director at Vista. “We’re impressed by the excellent enterprise that Pluralsight has already constructed and sit up for partnering with the administration crew to allow the corporate’s subsequent part of progress and additional their mission to democratize know-how abilities.”
Beneath the phrases of the settlement, which was unanimously permitted and really useful by an impartial Transaction Committee after which unanimously permitted by the Pluralsight Board of Administrators, Pluralsight shareholders will obtain $20.26 in money for every share of widespread inventory they personal.
Pluralsight has additionally entered right into a voting settlement with sure of its shareholders, beneath which such shareholders have agreed to vote all of their Pluralsight shares in favor of the transaction, topic to sure phrases and circumstances contained therein. The Pluralsight shares topic to the voting settlement symbolize a majority of the present excellent voting energy of Pluralsight shares. The transaction can be topic to approval by a majority of shareholders of Pluralsight that aren’t social gathering to the corporate’s Tax Receivable Settlement.
In response to receipt of unsolicited acquisition curiosity, Pluralsight engaged in a sturdy course of, together with evaluating transaction alternate options towards Pluralsight’s standalone plan and different strategic alternate options. Following this course of, the Transaction Committee and the Board every unanimously decided that the transaction with Vista is in the perfect pursuits of Pluralsight and its shareholders.
The transaction is anticipated to shut within the first half of 2021, topic to customary closing circumstances, together with approval by Pluralsight shareholders and receipt of regulatory approvals. Upon completion of the transaction, Pluralsight will turn out to be a privately held firm and shares of Pluralsight widespread inventory will now not be listed on any public market. Pluralsight will proceed to be headquartered in Silicon Slopes, Utah.
Qatalyst Companions is serving as monetary advisor to Pluralsight and Wilson Sonsini Goodrich & Rosati, Skilled Company is serving as authorized counsel. For Vista, Morgan Stanley & Co. LLC is serving as monetary advisor, and Kirkland & Ellis LLP is serving as authorized counsel.
Pluralsight is the main know-how workforce growth firm that helps corporations and groups construct higher merchandise by growing important abilities, enhancing processes and gaining insights via knowledge, and offering strategic abilities consulting. Trusted by forward-thinking corporations of each dimension in each business, Pluralsight helps people and companies rework with know-how. Pluralsight Expertise helps enterprises construct know-how abilities at scale with expert-authored programs on immediately’s most essential applied sciences, together with cloud, synthetic intelligence and machine studying, knowledge science, and safety, amongst others. Expertise additionally consists of instruments to align ability growth with enterprise aims, digital instructor-led coaching, hands-on labs, ability assessments and one-of-a-kind analytics. Movement enhances Expertise by offering engineering groups with actionable knowledge and visibility into workflow patterns to speed up the supply of services. For extra details about Pluralsight (NASDAQ: PS), go to pluralsight.com.
About Vista Fairness Companions
Vista is a number one international funding agency with greater than $73 billion in belongings beneath administration as of September 30, 2020. The agency solely invests in enterprise software program, knowledge and technology-enabled organizations throughout personal fairness, everlasting capital, credit score and public fairness methods, bringing an method that prioritizes creating enduring market worth for the good thing about its international ecosystem of buyers, corporations, clients and workers. Vista’s investments are anchored by a large long-term capital base, expertise in structuring technology-oriented transactions and confirmed, versatile administration methods that drive sustainable progress. Vista believes the transformative energy of know-how is the important thing to a fair higher future – a more healthy planet, a wiser financial system, a various and inclusive group and a broader path to prosperity. Additional data is obtainable at vistaequitypartners.com. Comply with Vista on LinkedIn, @Vista Equity Partners, and on Twitter, @Vista_Equity.
Extra Data and The place to Discover It
Pluralsight, its administrators and sure govt officers are individuals within the solicitation of proxies from stockholders in reference to the acquisition of Pluralsight (the “Transaction”). Pluralsight plans to file a proxy assertion (the “Transaction Proxy Assertion”) with the Securities and Change Fee (the “SEC”) in reference to the solicitation of proxies in reference to the Transaction.
Aaron Skonnard, Gary Crittenden, Scott Dorsey, Arne Duncan, Ryan Hinkle, Leah Johnson, Timothy Maudlin, Frederick Onion, Bradley Rencher, Bonita Stewart and Karenann Terrell, all of whom are members of Pluralsight’s Board of Administrators, and James Budge, Pluralsight’s Chief Monetary Officer, are individuals in Pluralsight’s solicitation. Apart from Messrs. Skonnard and Onion, none of such individuals owns in extra of 1 % of the voting energy of Pluralsight’s widespread inventory. Mr. Skonnard could also be deemed to personal roughly 53.6 % of the voting energy of Pluralsight’s capital inventory, and Mr. Onion could also be deemed to personal roughly 4.2 % of the voting energy of Pluralsight’s capital inventory. Extra data concerning such individuals, together with their direct or oblique pursuits, by safety holdings or in any other case, can be included within the Transaction Proxy Assertion and different related paperwork to be filed with the SEC in reference to the Transaction. Data regarding the foregoing may also be present in Pluralsight’s definitive proxy assertion for its 2020 Annual Assembly of Stockholders (the “2020 Proxy Assertion”), which was filed with the SEC on March 18, 2020. To the extent that holdings of Pluralsight’s securities have modified for the reason that quantities printed within the 2020 Proxy Assertion, such modifications have been or can be mirrored on Statements of Change in Possession on Kind 4 filed with the SEC.
Promptly after submitting the definitive Transaction Proxy Assertion with the SEC, Pluralsight will mail the definitive Transaction Proxy Assertion and a WHITE proxy card to every stockholder entitled to vote on the particular assembly to contemplate the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT PLURALSIGHT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders might receive, freed from cost, the preliminary and definitive variations of the Transaction Proxy Assertion, any amendments or dietary supplements thereto and another related paperwork filed by Pluralsight with the SEC in reference to the Transaction on the SEC’s web site (http://www.sec.gov). Copies of Pluralsight’s definitive Transaction Proxy Assertion, any amendments or dietary supplements thereto and another related paperwork filed by Pluralsight with the SEC in reference to the Transaction will even be obtainable, freed from cost, at Pluralsight’s web site (http://buyers.pluralsight.com) or by writing to Pluralsight, Inc., Consideration: Investor Relations, 42 Future Means, Draper, Utah 84020. As well as, copies of those supplies could also be requested, freed from cost, from Pluralsight’s proxy solicitor by writing to Innisfree M&A Included, 501 Madison Avenue, New York, NY 10022, or calling toll-free to 877-750-0625.
This communication incorporates forward-looking statements that contain dangers and uncertainties, together with statements concerning our pending acquisition by associates of Vista Fairness Companions, together with the anticipated timing of the closing of the transaction; issues taken into consideration by our Board of Administrators in approving the Transaction; and expectations for Pluralsight following the closing of the Transaction. These forward-looking statements contain dangers and uncertainties. If any of those dangers or uncertainties materialize, or if any of our assumptions show incorrect, our precise outcomes might differ materially from the outcomes expressed or implied by these forward-looking statements. These dangers and uncertainties embody dangers related to: the chance that the circumstances to the closing of the Transaction usually are not glad, together with the chance that required approvals from the stockholders of Pluralsight for the Transaction or required regulatory approvals usually are not obtained; potential litigation regarding the Transaction; uncertainties as to the timing of the consummation of the Transaction and the power of every social gathering to consummate the Transaction; dangers that the Transaction disrupts the present plans and operations of Pluralsight; and the dangers described within the filings that we make with the SEC every now and then, together with the dangers described beneath the headings “Threat Components” and “Administration Dialogue and Evaluation of Monetary Situation and Outcomes of Operations” in our Annual Report on Kind 10-Ok, which was filed with the Securities and Change Fee on February 25, 2020, and amended on March 2, 2020, and which needs to be learn along with our monetary outcomes and forward-looking statements. Our filings with the SEC can be found on the SEC filings part of the Investor Relations web page of our web site at http://buyers.pluralsight.com. All forward-looking statements on this communication are based mostly on data obtainable to us as of the date of this communication, and we don’t assume any obligation to replace the forward-looking statements supplied to replicate occasions that happen or circumstances that exist after the date on which they had been made, besides as required by legislation.
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