SumTotal to Acquire Pathlore

Aug 05, 2005

SumTotal Systems, Inc. and Pathlore Software Corporation, two enterprise software companies in the learning and business performance management market, have announced the signing of a definitive merger agreement for SumTotal to acquire Pathlore for approximately $48 million. At the closing of the acquisition, Pathlore shareholders will receive approximately $29 million in cash and 4 million shares of SumTotal Systems common stock.

The SumTotal and Pathlore Boards of Directors have approved the proposed transaction. Completion of the acquisition will be subject to Pathlore stockholder approval, customary closing conditions, and the issuance of a permit from the Commissioner of Corporations for the State of California so that the issuance of the company's stock will be exempt from registration under the Securities Act of 1933. The proposed transaction is expected to close within 90 days.