Advisory agency urges Pluralsight shareholders to say no to Vista acquisition
Summary
The Pluralsight transaction committee has fought back against advice issued to existing shareholders urging them not to approve a proposed acquisition by Vista Equity Partners. While expected to close in the first half of 2021, on February 17, Eminence Capital LP, the owner of roughly 4.85% of Pluralsight -- or approximately six million Class A Common Stock shares -- announced that the Institutional Shareholder Services Inc. (ISS) has conducted a review of the deal and has urged shareholders to vote against the transaction. According to Eminence CEO Ricky Sandler, the "ISS recommendation underscores our strong belief that Pluralsight conducted a deeply flawed and highly manipulated sales process designed to benefit management and Vista Equity Partners at the expense of Pluralsight shareholders." Pluralsights transaction committee says that the ISS analysis does not recognize current "structural" challenges impacting the company as it operates in a "highly competitive, rapidly evolving and fragmented market, which has modest barriers to entry, low switching costs, and increasing numbers of well-capitalized competitors." In addition, the committee says that the offer price was negotiated to reach a level 23% higher than Vistas original proposal, having engaged with a total of 14 interested parties.