ISS recommends Pluralsight shareholders vote against Vista transaction

Eminence Capital, the beneficial owner of approximately 6M shares of Class A Common Stock of Pluralsight, representing approximately 4.85% of the Company's outstanding shares, announced that Institutional Shareholder Services has recommended that Pluralsight shareholders VOTE AGAINST the proposed transaction with Vista Equity Partners at the Company's Special Meeting scheduled for March 2. In making its recommendation AGAINST the proposed transaction ISS noted: "The sale process is rife with examples of different treatment for Vista Equity Partners vis a vis the other potential acquirors...The sale process was degraded by a reconstituted transaction committee with insufficient M&A experience, a decision-making approach that incorporated conflicted input, and an unequal playing field that did not promote increased shareholder value...Because the current market values of comparable publicly traded companies indicate that PS shares are worth as much as, or more than, the proffered $20.26 per share, the current terms of the proposed offer are not sufficiently attractive vs. a standalone scenario...All things considered, even with the uncertainty regarding standalone value in the midst of a pandemic, shareholders should be much more comfortable with remaining standalone than with accepting the transaction proposal that resulted from this sale process...In light of concerns regarding the sale process, an uncompelling valuation, and limited apparent downside risk of rejection, shareholders are advised to vote against the proposed transaction." Eminence encourages all Pluralsight shareholders to vote proxies for the Special Meeting scheduled for March 2 "AGAINST" the Vista transaction.