Kenexa Successfully Completes Tender Offer for Salary.com Shares
01 October 2010 - 10:58PM
Business Wire
Kenexa Corporation (Nasdaq: KNXA) today announced the successful
completion of the tender offer by its direct, wholly-owned
subsidiary, Spirit Merger Sub, Inc., for all outstanding shares of
common stock of Salary.com, Inc. (Nasdaq: SLRY) at a price of $4.07
per share, net to the holder in cash, without interest and less any
applicable withholding taxes. The tender offer expired at 12:00
midnight, New York City time, at the end of the day on September
30, 2010.
The depositary for the tender offer has advised Kenexa that, as
of the expiration of the tender offer, 15,633,332 shares were
validly tendered and not withdrawn in the tender offer,
representing approximately 86.8% of Salary.com’s outstanding shares
(79.3% of Salary.com’s outstanding shares on a fully diluted
basis). All validly tendered shares have been accepted for payment
in accordance with the terms of the tender offer.
Kenexa intends to exercise its option to purchase newly-issued
shares of common stock from Salary.com. These shares represent the
number of shares of Salary.com sufficient, when added to the number
of shares purchased by Spirit Merger Sub in the offer, to give
Spirit Merger Sub ownership of one share more than 90% of
Salary.com’s outstanding shares on a fully diluted basis. As soon
as practicable after the exercise of this option, Kenexa intends to
complete the acquisition of Salary.com through the merger of Spirit
Merger Sub with and into Salary.com, with Salary.com as the
surviving corporation and a wholly owned subsidiary of Kenexa. The
merger will be effected by way of a “short form” merger in
accordance with applicable provisions of Delaware law that
authorize the completion of the merger without a vote or meeting of
stockholders of Salary.com.
By virtue of the merger, all remaining issued and outstanding
shares (other than shares held by Kenexa, Spirit Merger Sub or
Salary.com and shares held by stockholders who properly exercise
their appraisal rights under applicable Delaware law) will be
acquired for $4.07 per share, net to the holder in cash, without
interest and less any applicable withholding taxes, which is the
same amount per share that was paid in the tender offer. Following
the merger, Salary.com’s shares will cease to be traded on the
Nasdaq Capital Market.
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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