SkillSoft Corporation, today announced that it has
signed a definitive agreement to acquire Books24x7, Inc., based in Norwood, MA, for a fixed number of shares and fixed amount of cash valued at approximately $32.4 million (based on the closing price of SkillSoft common stock on December 6, 2001, at $20.98 per share).

Approximately 80% of the purchase price is being paid in the form of SkillSoft common stock, with the balance being paid in cash. The Company anticipates closing the transaction during the 2002 fiscal fourth quarter ending January 31, 2002. Excluding non-recurring deal expenses and the impact of any amortization of purchased intangibles, the Company expects the acquisition to have a neutral effect on earnings per share in the current
quarter and to be accretive to earnings per share in the fiscal year ending January 31, 2003.

Books24x7 is a leading provider of web-based digital technical and business reference content, containing 1700+ digitized "best-of-breed" reference books, journals, research reports and documentation. Books24x7's hosted web-based platform enables users to search, browse, read and
collaborate with vast professional "Referenceware" libraries assembled through its relationships with more than 65 of the world's top IT and business publishers, such as Amacom, Harvard Business School Press, McGraw-Hill,
Microsoft Press, MIT Press, Sybex, and Wiley. Prominent customers that have adopted Books24x7 solutions include: Bank of America, Lockheed-Martin and Hewlett-Packard.