Kenexa Commences Cash Tender Offer to Acquire Common Stock of Salary.com For $4.07 Per Share
September 02 2010 - 7:00AM
Business Wire
Kenexa Corporation (Nasdaq: KNXA) announced that a wholly-owned
subsidiary of Kenexa has commenced a tender offer to acquire all of
the outstanding shares of common stock of Salary.com, Inc. (Nasdaq:
SLRY) for $4.07 per share in cash (the “Offer”), without interest
and less any required withholding tax.
The Offer is being made pursuant to the terms of the definitive
merger agreement entered into between Kenexa, Spirit Merger Sub,
Inc., a wholly-owned subsidiary of Kenexa, and Salary.com on August
31, 2010 (the “Agreement”) and is scheduled to expire at 12:00
midnight, New York City time, at the end of the day on September
30, 2010, unless extended.
The Salary.com board of directors, among other things, has
unanimously (1) determined and declared that the Agreement, the
Offer and the merger are advisable and in the best interests of
Salary.com and its stockholders, (2) approved the Agreement and,
subject to the terms and conditions set forth therein, the
consummation of the Offer, the merger and the other transactions
contemplated by the Agreement, and (3) recommended that the
stockholders accept the Offer, tender their shares into the Offer,
and, if required by applicable law, adopt and approve the Agreement
and approve the merger.
There is no financing condition to the Offer. The Offer is
subject to the satisfaction of certain conditions set forth in the
Agreement, including there being validly tendered in accordance
with the terms of the Offer, immediately prior to the expiration
date of the Offer and not withdrawn, a number of shares of common
stock that represents a majority of the total number of outstanding
shares of Salary.com common stock on a fully-diluted basis
(assuming conversion or exercise of all derivative securities or
other conditions of such derivative securities), regulatory
approvals and other customary conditions set forth in the
Agreement. Following completion of the Offer, Kenexa expects to
consummate a second-step merger in which all remaining Salary.com
stockholders will receive the same cash price per share paid in the
Offer.
Special Note
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell
securities. The tender offer is being made only pursuant to the
offer to purchase, letter of transmittal and other related
materials to be filed by Kenexa and its subsidiary with the
Securities and Exchange Commission (“SEC”) today. In addition, a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the Offer is expected to be filed today with the SEC by Salary.com.
Copies of the offer to purchase, letter of transmittal and other
related materials, including the Solicitation/Recommendation
Statement, are available free of charge from Georgeson Inc., the
Information Agent for the Offer, at (866) 647-8861 (toll-free) or
(212) 440-9800 (collect). The Depositary for the Offer is
Computershare Trust Company, N.A. In addition, all of those
materials (and all other offer documents filed with the SEC) are
available at no charge on the SEC’s website at www.sec.gov.
About Kenexa
Kenexa® provides business solutions for human resources. We help
global organizations multiply business success by identifying the
best individuals for every job and fostering optimal work
environments for every organization. For more than 20 years, Kenexa
has studied human behavior and team dynamics in the workplace, and
has developed the software solutions, business processes and expert
consulting that help organizations impact positive business
outcomes through HR. Kenexa is the only company that offers a
comprehensive suite of unified products and services that support
the entire employee lifecycle from pre-hire to exit. Additional
information about Kenexa and its global products and services can
be accessed at www.kenexa.com.
Note to editors: Kenexa is a registered trademark of Kenexa.
Other company names, product names and company logos mentioned
herein are the trademarks or registered trademarks of their
respective owners.
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