Pluralsight and Vista Equity Partners Amend Definitive Agreement to Increase Offer Price to $22.50 Per Share in Cash - Seite 2

“This is our best and final offer for Pluralsight,” said Monti Saroya, co-head of the Vista Flagship Fund and senior managing director at Vista. “We are pleased that we have been able to enter into this revised merger agreement with Pluralsight and look forward to closing the transaction.”

Transaction Details

Under the terms of the revised agreement, Vista will commence a tender offer on or before March 10, 2021, to acquire all outstanding shares of Pluralsight’s common stock for $22.50 in cash.

Consistent with the conditions to the acquisition initially required by the Pluralsight Board, the consummation of the tender offer will be conditioned on the participation of a majority of the shares not held by (1) parties to the TRA that are receiving benefits under the TRA in connection with the acquisition by Vista or (2) any of Pluralsight’s officers, including Aaron Skonnard.

The transaction is expected to close in the second quarter of 2021.

In light of the revised agreement, the special meeting of Pluralsight shareholders scheduled to be held on March 9, 2021, has been canceled.

Following the completion of the tender offer, Vista will acquire any shares of Pluralsight that are not tendered in the tender offer through a second-step merger and any units of Pluralsight Holdings, LLC not held by Pluralsight through a merger under Delaware law, in each case for consideration equal to the tender offer price. Upon completion of the transaction, Pluralsight will become a privately held company and shares of Pluralsight’s Class A common stock will no longer be listed on any public market.

Shareholders who would like to tender their shares or have questions about the tender offer may contact MacKenzie Partners, Inc. who will act as Information Agent for the tender offer at 1-800-322-2885 (toll-free), 212-929-5500 or by email at [e-mail].

Qatalyst Partners is serving as financial advisor to Pluralsight and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel. For Vista, Morgan Stanley & Co. LLC is serving as financial advisor, and Kirkland & Ellis LLP is serving as legal counsel.

About Pluralsight

Pluralsight is the leading technology workforce development company that helps companies and teams build better products by developing critical skills, improving processes and gaining insights through data, and providing strategic skills consulting. Trusted by forward-thinking companies of every size in every industry, Pluralsight helps individuals and businesses transform with technology. Pluralsight Skills helps enterprises build technology skills at scale with expert-authored courses on today’s most important technologies, including cloud, artificial intelligence and machine learning, data science, and security, among others. Skills also includes tools to align skill development with business objectives, virtual instructor-led training, hands-on labs, skill assessments and one-of-a-kind analytics. Flow complements Skills by providing engineering teams with actionable data and visibility into workflow patterns to accelerate the delivery of products and services. For more information about Pluralsight (NASDAQ: PS), visit pluralsight.com.