Private Equity Firm Raises Offer For SumTotal

SAN FRANCISCO (AP) — Vista Equity Partners raised its bid for software maker SumTotal Systems Inc. to $4.85 per share Wednesday, the latest move in a bidding war for the company.

The private equity firm said it would up that offer to $4.95 if SumTotal's breakup fee with rival bidder Accel-KKR is invalidated or reduced.

Vista said the $4.85 per share offer values the company's outstanding shares at a total of $160 million.

Accel-KKR raised its offer from $3.80 to $4.80 on Tuesday and raised the breakup fee in a buyout agreement the companies had already signed to $6.7 million from $3.1 million.

The move Wednesday was the third time Vista has raised its offer after an original bid of $3.25 per share in April.

Vista's head manager, Robert F. Smith, said in a statement, "Vista is surprised and disappointed to learn that, in the midst of an active auction, SumTotal chose to sign an amended merger agreement containing an increased breakup fee without first giving Vista notice or any opportunity to raise its bid."

SumTotal, based in Mountain View, Calif., makes training and personnel software. The company said late Wednesday that its board determined Vista's latest offer is superior to Accel-KKR's. However, SumTotal is obligated to negotiate with Accel-KKR through May 26 to give that company the opportunity to sweeten its offer and thus isn't making any recommendation at this time on the revised Vista Equity proposal.

Shares rose 7 cents to close at $4.88.

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