Docent and Click2learn Complete Merger, Launch SumTotal Systems

MOUNTAIN VIEW, Calif. and BELLEVUE, Wash.--()--March 19, 2004--

  New Company Heralded by Customers and Industry as Market Leader, with Largest Customer Base, Strongest Balance Sheet and Most Comprehensive Offering  



Docent, Inc. (Nasdaq:DCNT) and Click2learn, Inc. (Nasdaq:CLKS) two pioneers in the business performance and learning technology industry, today announced the completion of their merger of equals, and the launch of SumTotal Systems Inc. (Nasdaq:SUMT), the new market leader created by this business combination.

SumTotal(TM) is now the industry's single largest provider of learning and business performance technology and services. The company's new tagline, "Accelerate Performance. Accelerate Profits."(TM) highlights its core mission: to accelerate its customers' performance and bottom-line profitability through innovative and compelling business solutions.

"Our experience working with hundreds of the world's leading organizations has confirmed that learning technology is most effective when it focuses squarely on improving tangible and measurable business results," said Andy Eckert, SumTotal CEO. "With the most comprehensive technology suite on the market today, we feel the new SumTotal brand captures the essence of our new company: improving our customer's bottom line. I believe this is an extremely compelling value proposition for our customers and I'm excited to have the opportunity to bring it to the marketplace now that the merger is complete."

"Learning technology is now widely viewed as 'mission critical' in organizations, whether they are using it to launch new products, improve channel effectiveness, accelerate sales force readiness, increase customer satisfaction, educate a distributed workforce or ensure compliance with governmental regulations," said Kevin Oakes, SumTotal President. "Bringing together the best assets of both Docent and Click2learn uniquely positions us to help customers tackle these issues head-on and to move their organizations to a whole new level of productivity and financial performance. That's what the name SumTotal is all about. We offer the total or complete solution suite to accelerate bottom-line performance and profit, and represent the sum total of benefits a customer realizes by working with us. Many of our competitors are intent on selling a technology or product feature; we are intent on selling an outcome."

At special stockholder meetings held on March 18, 2004, the stockholders of Click2learn and Docent respectively approved the merger of each of the two companies with separate subsidiaries of the new company, SumTotal Systems. As a result of the transactions, each share of Click2learn common stock has been converted into the right to receive 0.3188 shares of SumTotal Systems common stock and each share of Docent common stock has been converted into the right to receive 0.7327 shares of SumTotal Systems common stock, such that the former stockholders of Click2learn and Docent own approximately 52% and 48%, respectively, of SumTotal Systems as of the closing.

The transaction has been widely heralded by experts who follow the industry.

"Selecting a learning technology provider continues to be in the path of progress for most large organizations, and it continues to move from a departmental decision to an enterprise-wide initiative," said Trace Urdan, Senior Research Analyst for ThinkEquity Partners. "Separately, Click2learn and Docent are already two of the most innovative and reliable companies in the space. Combined as SumTotal, the company is now the most financially viable company focused in this sector and clearly will be a safe bet for large organizations seeking a long-term partner. In addition, investors are looking for companies that have the resources to lead the industry through product innovation, solid execution, and financial stability. SumTotal is positioned to be one of those companies."

SumTotal's combined resources underscore its strength of leadership and provide unmatched benefits for its customers, including:

-- The largest customer base in the industry -- with more than 40% of the Fortune 50 and 35% of the Global 50 -- and the insight that comes from working to meet the needs of more than 600 enterprise platform customers across a wide range of industry sectors and geographies. This experience base allows SumTotal to bring deep best practices to all of its customers.

-- The strongest network of strategic partners. SumTotal has relationships with the highest caliber organizations in the systems integrator, content provider, and outsourcing fields, including Accenture, Deloitte, Exult, IBM, Microsoft, NEC, BT, HP, Primedia, and Thomson Learning, to provide customers with superior capabilities and solutions.

-- The largest R&D, services and customer support teams in the industry to continue to innovate groundbreaking technologies and provide world-class customer support.

-- The financial strength to deliver results. With approximately $35 million in cash and the scale to leverage operational efficiencies, SumTotal expects to be the clear choice for customers looking for a stable, long-term supplier partnership.

-- The most comprehensive, integrated software suite combining complementary, best-in-class capabilities. With numerous technology awards already under its belt, SumTotal will offer a complete suite that includes learning management, learning content management, analytics, virtual classroom, knowledge management, collaboration, and performance management technologies.

"Click2learn and Docent have been instrumental in providing our clients with leading learning management technologies," said Jeanne Meister, Vice President of Market Development for Accenture Learning. "The combination of these two market leaders signals the continued consolidation in the marketplace and migration to enterprise learning solutions. With the combined strength of SumTotal Systems, our clients will enjoy even greater benefits."

"Both Docent and Click2learn have been highly valued, longtime partners with Thomson NETg," said Joe Dougherty, President, Thomson NETg. "That these two extraordinary companies are joining forces to become SumTotal Systems means that, together, we'll be able to work ever more closely with our shared clients moving forward to understand their most pressing business issues and to deliver solutions that help our clients achieve true and measurable success through learning."

Some of SumTotal's measurable client successes include:

-- A 30% reduction in cost per training hour at Cingular Wireless,

-- A 33% gain in revenue per agent per month at Century 21,

-- 199% return on investment through increased employee productivity and elimination of training-related travel at OneBeacon,

-- 900% increase in product market share among high-prescribing physicians at Wyeth Pharmaceuticals,

-- $100,000 in monthly new-hire training savings at Stream International

"My career in learning has been focused on helping organizations prove the return-on-investment in their training expenditures," said Jack Phillips, Chairman of the ROI Institute and author or editor of 15 books on the subject of ROI. "I am thrilled that SumTotal Systems not only recognizes the importance of ROI, but has created a company with more proof points on how their technology has improved business performance in leading organizations than any vendor in this industry. Anyone who is serious about elevating the business impact that learning and knowledge can have in their company should be talking with SumTotal Systems."

Focusing on the business impact of learning has helped many of the company's clients achieve various awards and achievements, as well as accolades for the company's technology platform:

-- 7 clients among the 25 BEST Award Winners (ASTD, 2003)

-- 27 clients among the Training Top 100 Award Winners (Training Magazine, 2003)

-- Leadership Quadrant, Learning Management Systems Magic Quadrant (Gartner Research, 2003)

-- Leadership Quadrant, E-Learning Suites Magic Quadrant (Gartner Research, 2004)

-- #1 Vendor Overall (METAspectrum, 2003)

-- 2004 Frost & Sullivan Competitive Strategy Award

-- Best Learning Management System (Training Magazine, 2003)

-- Best Learning Management Solution (Elearning Age, 2003)

Product Roadmap

Over the past several months, a team of experts from Click2learn and Docent has been working diligently on designing a technology platform that leverages the strengths of the industry leading products of both companies. This team began the process by consulting with a broad audience consisting of current & future customers, industry analysts and enterprise software companies to solicit input and gather feedback on long-term product plans. Additionally, the team incorporated guidance from a technology oversight committee made up of members of each company's board of directors, including Ali Kutay -- founder of Weblogic -- and Vijay Vashee -- a Microsoft veteran responsible for helping to launch core applications such as Word, Excel, PowerPoint and Project.

From the outset, this team's mission has been to combine the best of both industry-leading suites and leverage the complementary strengths to create the industry's most integrated and robust platform. The diligence this team displayed and the advice it sought out has materialized into a clear roadmap for a product suite that not only will set the bar for new customers, but will benefit the existing customer bases as well by providing clear and easy upgrade paths to the new suite.

Of significant importance is the fact that Click2learn and Docent established an "Integration Taskforce" shortly after the merger agreement was signed in which engineers and others from the two companies could plan and test key aspects of the product plan. In all, the team, which consisted of senior managers, product managers, marketing managers, engineers, customer account managers, professional services consultants, and third-party contributors, spent nearly 5 man-years on the product roadmap.

As a result of this hard work, SumTotal is moving decisively to deliver the SumTotal Enterprise Suite(TM), a single, unified suite of business performance and learning applications. On Monday, March 22, 2004, the company will issue a detailed plan for the product roadmap of the SumTotal Enterprise Suite.

Conference Call & Live Webcast

To provide further information on the new company, the senior management of SumTotal Systems will host a live conference call on March 22, at 2:00 p.m. EST / 11:00 a.m. PST. The live audio of the conference call will be accessible to the public via Webcast at www.sumtotalsystems.com/company/investors.html or via phone at 877-354-5008 (toll free USA and Canada) or 206-315-8596 (International). The conference entry code is 44553##. A replay of the Webcast and conference call will be available for 7 days after the conference at the same URL as above, or via phone at 800-207-7077 (toll free USA and Canada) or 913-383-5767 (International). The conference replay code is 4059#.

About SumTotal Systems, Inc.

SumTotal Systems Inc. (Nasdaq:SUMT) is the business performance and learning technology industry's largest single provider of technologies, processes and services. Formed by the merger of industry pioneers Docent and Click2learn, the company is uniquely focused on helping organizations harness and manage mission-critical intellectual power to solve real-world business problems and produce significant bottom-line results. SumTotal has helped accelerate performance and profit for more than 600 of the world's best-known companies, including Microsoft, Cingular Wireless, Vodafone, Lucent, Accenture, Cendant, Harley-Davidson, Wyeth, Wachovia and D & B. SumTotal Systems is headquartered in Mt. View, CA, with offices throughout the US, as well as London, Paris, Heidelberg, Sydney, Tokyo and Hyderabad, India.

Safe Harbor Statement/Forward-Looking Statements

Information in this press release contains forward-looking statements, including statements about future business operations, industry leadership, financial performance and viability, customer benefits, timing and features of our product offerings, acceptance of our solutions, expected innovation, and other potential benefits and synergies to be derived from the transaction and other market conditions that include risks and uncertainties. These statements are not historical facts or guarantees of future performance or events and are based on current expectations, estimates, beliefs, assumptions, goals and objectives, and SumTotal Systems does not assume any obligation to update any such forward-looking statements. These statements are not guarantees of future results and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed or implied by these statements. You are cautioned not to place undue reliance on any forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, (i) the challenges and costs of integration and restructuring and the ability to achieve anticipated synergies associated with the recent merger; (ii) an emerging and rapidly evolving market, (iii) market uncertainty with respect to the merger and acceptance of SumTotal System's product offerings by customers and partners; (iv) adverse changes in general economic or market conditions; (v) delays or reductions in information technology spending; (vi) the ability to attract and retain highly qualified employees; (vii) intense competition in the marketplace and (viii) other events and other important factors disclosed previously and from time to time SumTotal Systems' filings with the Securities and Exchange Commission, including the joint proxy statement/prospectus on Form S-4 filed under the name Hockey Merger Corporation.

Contacts

SumTotal Systems Inc.
Karen Peck, 425-637-1643
kpeck@sumtotalsystems.com

Contacts

SumTotal Systems Inc.
Karen Peck, 425-637-1643
kpeck@sumtotalsystems.com