Pluralsight and Vista Equity Partners Amend Definitive Agreement to Increase Offer Price to $22.50 Per Share in Cash

Revised Agreement Represents “Best and Final” Offer from Vista and Provides Enhanced, Immediate and Certain Value

Vista to Commence a Tender Offer for All of Pluralsight’s Outstanding Shares

Independent Transaction Committee and Pluralsight Board of Directors Unanimously Approve Revised Agreement and Recommend that All Shareholders Tender Their Shares in Support of the Transaction

SILICON SLOPES, Utah, March 08, 2021 (GLOBE NEWSWIRE) -- Pluralsight, Inc. (NASDAQ: PS) and Vista Equity Partners (“Vista”) today announced that they have entered into a revised definitive agreement under which Vista will acquire all outstanding shares of Pluralsight for $22.50 in cash through a tender offer. The offer, which represents a best and final offer, is an 11% increase from the original $20.26 per share agreement. The independent Transaction Committee and Pluralsight’s Board of Directors have each unanimously approved the revised agreement and recommend that all shareholders tender their shares in support of the transaction. As part of the revised transaction, there have also been waivers of certain payments owed under Pluralsight’s Tax Receivable Agreement (“TRA”).

Aaron Skonnard, co-founder and CEO of Pluralsight, said, “The Pluralsight Board and management team are committed to acting in the best interests of the company and all of our shareholders, and appreciate the input that we have received from shareholders throughout this process. We worked with Vista to reach a revised agreement that provides an enhanced cash premium for Pluralsight shareholders. To that end, the directors who are parties to the TRA in their individual capacities, including me, have waived our rights to receive any TRA payments in connection with the acquisition by Vista, with those amounts being added to the additional consideration being offered by Vista to achieve the $22.50 per share price. Importantly, the revised transaction maintains a structure that preserves the ability of shareholders who are not officers and who are not receiving benefits under the TRA to determine the ultimate outcome of the transaction.”

“The independent Transaction Committee and the Pluralsight Board each unanimously support this revised agreement, which provides cash consideration of $22.50 per share to our shareholders. The amended agreement we announced today provides Pluralsight shareholders with immediate and certain value for the shares that they own at an 11% premium to the original transaction price and an approximately 38% premium to the volume weighted average closing stock price for the 30 trading days prior to the initial announcement of a transaction with Vista,” said Gary Crittenden, Pluralsight’s lead independent director. “The independent Transaction Committee and the Pluralsight Board each unanimously recommend that all Pluralsight shareholders tender their shares in support of the transaction.”