SSI Investments II Limited Announces Closing of Acquisition of ThirdForce Group plc

Posted: 27th September 2012 09:34

SSI Investments II Limited (“SSI II”), a parent company of Skillsoft Limited (formerly Skillsoft PLC), a provider of cloud based learning solutions for customers worldwide, today announced that it has completed the first closing of the cash offer (the “Offer”) made by its indirect subsidiary, Skillsoft Ireland Limited, for the entire issued and to be issued share capital of ThirdForce Group plc (“ThirdForce”). In connection with the first closing of the Offer, Skillsoft received acceptances in respect of approximately 91.3% of the issued and outstanding shares of ThirdForce prior to 3:00 pm (Irish Time) on September 23, 2012, and the Offer is otherwise unconditional in all respects.

The acquisition is being structured as a general offer under Irish law, and the Offer remains open for acceptance until October 11, 2012. It is expected that any ThirdForce shares tendered into the Offer between 3:00 pm (Irish Time) on September 23, 2012 and 3:00 pm (Irish Time) on October 11, 2012 will be acquired on or about October 18, 2012. To the extent that any ThirdForce shareholders do not accept the Offer in respect of any ThirdForce shares, it is proposed that Skillsoft Ireland Limited will serve notice on those shareholders of its intention to compulsorily acquire under Section 204 of the Irish Companies Act 1963 any shares which have not been tendered into the Offer. Any such compulsory acquisition will be on the terms of the Offer.

This announcement does not constitute the offer to purchase or the solicitation of an offer to purchase in any jurisdiction pursuant to the Offer or otherwise. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document mailed to ThirdForce shareholders on September 11, 2012.

About SSI II

SSI Investments II Limited is an indirect parent of Skillsoft Limited, a pioneer in the field of learning with a long history of innovation. Skillsoft provides cloud based learning solutions for its customers worldwide, ranging from global enterprises, government, and education to mid-sized and small businesses. Skillsoft's customer support teams draw on a wealth of in-house experience and a comprehensive learning e-library to develop off-the-shelf and custom learning programs tailored to cost-effectively meet customer needs. Skillsoft's courses, books and videos have been developed by industry leading learning experts to ensure that they maximize business skills, performance, and talent development.
Skillsoft currently serves over 5,000 customers and more than 13,000,000 learners around the world.

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From time to time, including in this press release, we may make forward-looking statements, including but not limited to statements relating to such matters as anticipated financial performance, business prospects, strategy, plans, regulatory, market and industry trends, liquidity and similar matters. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. We note that a variety of factors, including known and unknown risks and uncertainties as well as incorrect assumptions, could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These risks and uncertainties include, among others, that we are highly leveraged; that our debt agreements contain restrictions that limit our flexibility in operating our business; that our quarterly operating results may fluctuate significantly; the effect of past and future acquisitions on our operations; volatility in the global market and economic conditions; that increased competition may result in decreased demand for our products and services; our ability to meet the needs of a rapidly changing, developing market; our ability to introduce new products; that our business is subject to currency fluctuations that could adversely affect our operating results; that we may be unable to protect our proprietary rights and other factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012, as filed with the SEC on April 30, 2012. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. Accordingly, investors should not place undue reliance on those statements. The forward-looking statements contained in this press release reflect our expectations as of the date hereof and, except as required by applicable securities laws, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

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