Relevant Document:
Eminence SC14D-9
Eminence Capital LP, which holds an approximate 4.84% stake in Pluralsight Inc., announced today, Tuesday, March 9, that it does not intend to tender its shares into the offer relating to Pluralsight’s revised merger agreement with Vista Equity Partners.
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Eminence CEO Ricky Sandler said, "Vista's modestly improved offer for Pluralsight from an artificially low starting price resulting from a sham process does not come close to compensating shareholders for giving up the value of the Company's strong near term and long term business prospects as a standalone public company.” Eminence stated that it strongly urges all Pluralsight shareholders not to tender their shares.
Pluralsight and Vista
announced yesterday that they agreed to revise their definitive merger agreement to increase the consideration to $22.50 per share in cash through a tender offer. Under the revised terms, Vista will commence a tender offer on or before March 10.
Reorg
reported that Pluralsight and Vista previously procured approvals from the Austrian Federal Competition Authority and the German Federal Cartel Office. The pending acquisition also cleared reviews under the HSR Act in the United States and the foreign investment laws of New Zealand.
Pluralsight
stated that the transaction is expected to close in the second quarter of 2021, subject to the satisfaction of closing conditions, including the tender of a majority of the shares not held by (1) parties to the tax receivables agreement that are receiving benefits under the TRA in connection with the acquisition by Vista or (2) any of Pluralsight’s officers, including Aaron Skonnard.
Reorg’s previous coverage of this transaction can be found
HERE.