In a successful M&A deal, both buyer and seller feel a bit screwed (yes, that's a technical term in M&A). In an acquisition announced yesterday between SunGard Data Systems Inc. (NYSE:SDS) and Systems & Computer Technology Corp. (NASDAQ:SCTC), the shareholders of the latter look to have gotten it a bit worse.

For starters, SunGard's $16.50 cash offer represents a paltry 14% premium. This may be OK for a seller that is struggling, but Systems & Computer Technology Corp. (SCT), provider of software and services to higher education, had taken strides to restructure its operations, discontinuing business units or selling them off.

As a result, in its latest release, the company reported record revenues of $76.4 million -- up from $65.9 million a year before -- and net income of $8.8 million. In an industry ruled by mega competitors, like PeopleSoft (NASDAQ:PSFT), Oracle (NASDAQ:ORCL) and SAP (NYSE:SAP), SCT has the advantage of focus and long-standing domain expertise.

On the conference call, the main question was, why sell now? CEO Mike Chamberlain's answer was far from direct. At one point, he compared the situation to raising your kids and seeing them off to college (not sure how this fits in with the concept of enhancing shareholder value).

Of course, what is bad for SCT is good for SunGard. Perhaps we shouldn't be surprised: SunGard is a serial acquirer and, in the SCT transaction, it certainly demonstrated its deal-making prowess.

Tom Taulli is the author of six books on investing, such as Investing in IPOs (Bloomberg Press. You can reach him at