We are investigating conflicts of interest in connection with the planned acquisition of Codecademy by Skillsoft Corp. (ticker: SKIL) (“Skillsoft”) for approximately $525 million in cash and stock.
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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.
On February 25, 2022, Skillsoft filed a proxy statement on Schedule 14A 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”) holds approximately 37.5% of Skillsoft’s outstanding Common Stock, and an affiliate of Prosus, MIH Edtech Investments B.V. (“Edtech”), or an affiliate thereof, holds approximately 23.8% of the outstanding equity of Codecademy. Thus, Prosus sits on both sides of the transaction, which presents a conflict of interest.
Further, Michael Klein (the founder of the SPAC Sponsor of Skillsoft) is serving as a “consultant” on the transaction while still serving on the Skillsoft Board, which also presents a conflict of interest.