We are investigating the acquisition last year of Codecademy by Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”) for approximately $207.6 million in cash and 30.4 million shares of Skillsoft common stock, for conflicts of interest.
If you acquired Skillsoft shares on or before December 21, 2021, and remain a Skillsoft shareholder and have questions about your legal rights, you may contact our firm to discuss your options at no charge by completing and submitting the form below.
Why is there an investigation?
On December 22, 2021, Skillsoft announced it had agreed to acquire Codecademy, an online learning platform for technical skills, for approximately $525 million in cash and stock (the “Transaction”).
On February 25, 2022, Skillsoft filed a proxy statement with the SEC disclosing further details about the Transaction.
Among other things, the proxy disclosed that as of February 24, 2022, MIH Learning B.V. (“Prosus”) held approximately 37.5% of Skillsoft’s outstanding common stock, and an affiliate of Prosus, MIH Edtech Investments B.V., held approximately 23.8% of the outstanding equity of Codecademy. Thus, Prosus sat on both sides of the Transaction, and had interests in the Transaction that differed from those of other Skillsoft stockholders.
Further, while serving as a member of the Skillsoft Board and holding approximately 25.2% of Skillsoft’s outstanding shares, Michael Klein (through his company, The Klein Group, LLC) served as a consultant on the Transaction for which Skillsoft agreed to pay the Klein Group a fee equal to the greater of (i) $2.0 million and (ii) 0.35% of the aggregate merger consideration at the closing of the Transaction. Thus, Mr. Klein had an interest in the closing of the Transaction that differed from those of other Skillsoft stockholders.
Skillsoft Academy closed the acquisition of Codecademy on April 4, 2022.
Since April 4, 2022, Skillsoft’s stock price has fallen 67.6% from a close of $6.01 per share on April 4, 2022, to a close of $1.95 per share on March 17, 2023.