An investigation on behalf of current investors in SkillSoft Public Limited Company (Public, NASDAQ:SKIL), who purchased SKIL shares before February 12, 2010, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover was announced.

The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of SkillSoft arising out of their attempt to sell SkillSoft Public Limited Company to a new company formed by funds sponsored by each of Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC.

On February 12, 2010, SkillSoft PLC (NASDAQ:SKIL), announced that it has reached agreement on the terms of an acquisition of SkillSoft for a transaction value of approximately $1.1 billion by a new company formed by funds sponsored by each of Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC. Under the terms of the recommended acquisition, SkillSoft shareholders (SKIL) will receive $10.80 in cash for each SkillSoft ordinary share or American Depositary Share ('ADS').

According to SkillSoft the acquisition has been unanimously approved by SkillSoft's Board of Directors and the offer represents a 26% premium to the average closing price of SkillSoft's ADS over the one-year period ended on February 11, 2010 and a 49% premium to the average closing price of SkillSoft's ADS over the five-year period ended on February 11, 2010.

But according to one investigation by a law firm the transaction appears to be unfair to current investors of SkillSoft Public Limited Company (Public, NASDAQ:SKIL) because the offer to purchase SkillSoft Public Limited Company (SKIL) at a value of $10.80 per share appears opportunistically timed to take advantage of the current economic downturn and is grossly unfair, inadequate, and substantially below the fair or inherent value of SKIL.

Shares of SkillSoft Public Limited Company (SKIL) traded after the announcement above the offer at $11.20 per share and at $9.89 per share before the news. SkillSoft Public Limited Company reported in 2007 Total Revenue of $225.17million with a Net Income of $24.15million, in 2008 Total Revenue of $281.22million with a Net Income of $60.00million, and in 2009 Total Revenue of $328.49million with a Net Income of $50.79million.

The investigation concerns whether the SkillSoft Public Limited Company Board of Directors breach their fiduciary duties to SkillSoft Public Limited Company (SKIL) shareholders by agreeing to sell SkillSoft Public Limited, whether the directors of SkillSoft Public Limited Company may have breached their fiduciary duties by not acting in SkillSoft Public Limited Company (NASDAQ:SKIL) shareholders' best interests, and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, the new company formed by funds sponsored by each of Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC. may be underpaying for SkillSoft Public Limited Company (SKIL), thus unlawfully harming SKIL shareholders.
SkillSoft Public Limited Company, located in Nashua, NH, is a Software as a Service (SaaS) provider of on-demand, e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses. Content offerings include business, information technology (IT), desktop, compliance and consumer/small to medium-sized business courseware collections, as well as content assets, such as Leadership Development Channel video products, KnowledgeCenter portals, virtual instructor-led training services and online mentoring services.