There's Something About SumTotal
Why is a standard software services business suddenly the most coveted company around? SumTotal Systems last month agreed to sell itself to Accel-KKR, but yesterday received a competing bid from Vista Equity Partners, a firm that's already had past offers dismissed. The whole process seems like a relic of frothy M&A time gone by, and in a way, it is: The battle to win SumTotal started in April of last year. After digging through this behemoth proxy statement, I learned that Vista and Accel-KKR have jumped through no shortage of hoops to bed SumTotal. After more than six months of meetings, Accel-KKR offered to buy the company for $7 per share, then $8 per share, then finally back to $7 per share in the fall of 2008 (just after Lehman Brothers collapsed). Even though SumTotal's M&A Committee recommended the deal, the company's board said no thanks. Simultaneously, Vista Equity had its offer rejected by SumTotal's CEO without any board consideration (pricing wasn't provided in the filing). Once the stock market began to tank
