Pluralsight Files Investor Presentation in Connection with Proposed Transaction with Vista Equity Partners
The presentation can be found on the investor page of Pluralsight’s website at https://investors.pluralsight.com/investor-relations.
The transaction with Vista delivers significant, immediate and certain value to
The Transaction Generates Compelling, Certain Value for Shareholders
- The transaction offers immediate cash value to
Pluralsightshareholders at a significant premium that is not subject to execution risk or other potential downside associated with the execution of Pluralsight’s standalone plan.
- The offer represents premiums of 26% and 25% to the undisturbed price and 30-day VWAP prior to the announcement of the transaction, respectively.
- The last 12 months’ multiple of 9.2x and the next 12 months’ multiple of 8.1x are well above the median of relevant precedent M&A transactions, and among the highest multiples on a Rule of 40 (growth and profitability adjusted) basis and ever paid for a public SaaS company by a private equity acquiror.
Pluralsight’s Growth Potential Is Expected to Remain Challenged by Industry Dynamics
Pluralsightcompetes in a highly competitive, rapidly evolving and fragmented market, which has modest barriers to entry and lower switching costs relative to the broader enterprise software universe.
- The emergence of well-capitalized competitors and the availability of free/ad-supported offerings has increased competitive pressure, resulting in lower growth, decreasing customer retention and higher costs for
Pluralsightto attract and retain customers.
- Given these headwinds,
Pluralsightbelieves that future growth is likely to be reliant on an acquisition strategy to build out the product portfolio, which introduces significant execution risk and dilution risk to the company’s shareholders.
- The independent Transaction Committee and the Pluralsight Board determined that the transaction with Vista offers greater value to shareholders than the execution of Pluralsight’s standalone plan in the context of these ongoing market conditions.
The Transaction Is the Culmination of a Robust Process
- The independent Transaction Committee, with the support of financial and legal advisors, engaged in a comprehensive review process to explore all strategic alternatives available to
Pluralsight, including remaining a standalone public company. The Transaction Committee met 17 times over the nearly three-month process.
- During the process,
Pluralsightengaged with 14 potentially interested strategic and financial parties, 12 of which entered into confidentiality agreements.
- After extensive engagement with these 12 parties, only Vista made a firm proposal to acquire
- As a result of extensive negotiations, Vista agreed to an offer price that was 23% higher than what it originally proposed.
- In addition, the independent Transaction committee engaged in extensive negotiations with the beneficiaries under Pluralsight’s Tax Receivable Agreement (“TRA”), resulting in a 70% reduction in the payment obligations under the TRA and a corresponding increase in value to
Pluralsightshareholders of approximately $1.80per share.
The Independent Transaction Committee Led Discussions with a Focus on Maximizing Value for All Shareholders
- The independent Transaction Committee, comprising fully independent directors who were not beneficiaries of the TRA, was fully empowered by the Pluralsight Board to oversee and direct the strategic review process and to say “no.” The Pluralsight Board agreed that it would not engage in a business combination or similar transaction unless it was first approved or recommended by the independent Transaction Committee.
- There were also several procedural protections put in place to give shareholders a voice in the transaction, including that approval of the transaction is contingent on support by a majority of our unaffiliated shareholders.
In its presentation,
The transaction is expected to close in the first half of 2021, subject to customary closing conditions, including approval by
YOUR VOTE IS IMPORTANT
VOTE “FOR” THE TRANSACTION ON THE WHITE PROXY CARD TODAY
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This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding our pending acquisition by affiliates of
Source: Pluralsight, Inc.