Pluralsight Comments on ISS Report

Pluralsight Highlights Significant, Immediate, Certain Value Delivered through Transaction with
Vista Equity Partners

Pluralsight Strongly Disagrees with ISS’s Analysis of Valuation, Process and Standalone Prospects

Pluralsight Urges Shareholders to Vote “FOR” the Transaction with Vista Equity Partners
on the WHITE Proxy Card Today

SILICON SLOPES, Utah, Feb. 18, 2021 (GLOBE NEWSWIRE) -- Pluralsight, Inc. (NASDAQ: PS), the technology workforce development company, today issued the following statement in response to a report issued by Institutional Shareholder Services (“ISS”) relating to the proposed acquisition of Pluralsight by affiliates of Vista Equity Partners (“Vista”):

We strongly believe that ISS reached the wrong conclusion in failing to recommend that Pluralsight shareholders vote “FOR” the transaction with Vista.  

The transaction delivers significant, immediate and certain value to Pluralsight shareholders, at 26% and 25% premiums to the undisturbed price and 30-day volume weighted average price prior to the announcement of the transaction, respectively. The transaction represents a compelling multiple well above the median of relevant precedent M&A transactions on an EV/NTM revenue basis, and among the highest both on a Rule of 40 basis and for public SaaS companies acquired by a financial sponsor. ISS, however, ignores these facts, and its analysis disregards critical industry dynamics and associated valuation, nowhere more evident than through its dismissal of Rule of 40 multiple analysis—a widely used metric for valuing SaaS companies by accounting for both their growth rate and profitability—as “a seemingly novel approach,”¹ and its reliance on gross margins in peer selection that overlooks the lower sales efficiency of Pluralsight relative to the broader enterprise market.     

The transaction also eliminates the significant execution risks and other meaningful challenges facing Pluralsight 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. However, ISS’s analysis fails to recognize these and other structural challenges facing Pluralsight, including decelerating billings and revenue growth, pricing pressure and increasing customer acquisition costs. The reality is that the market (which has, since the second quarter of 2019, consistently valued Pluralsight substantially below its peers) does not share ISS’s or Eminence’s views of Pluralsight’s standalone value or prospects.