Kenexa Enters into Memorandum of Understanding; Reschedules Special Meeting
to December3, 2012
WAYNE, Pa. -- November 23, 2012
Kenexa Corporation (NYSE:KNXA), a leading provider of recruiting and talent
management solutions, today announced the entering into of a Memorandum of
Understanding to settle a derivative action and purported class action
complaint that was filed in the Court of Common Pleas of Chester County,
Pennsylvania, in connection with the proposed acquisition of Kenexa by
International Business Machines Corporation (NYSE:IBM). The settlement of the
lawsuit is subject to definitive documentation and court approval.
As previously announced on August 27, 2012, Kenexa entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with IBM and Jasmine Acquisition
Corp., a wholly-owned subsidiary of IBM (“Merger Sub”), pursuant to which
Merger Sub will merge with and into Kenexa, with Kenexa being the surviving
corporation and a wholly-owned subsidiary of IBM.
In connection with the Memorandum of Understanding, Kenexa’s board of
directors adopted a resolution granting all Kenexa shareholders dissenters
rights in connection with the merger, and Kenexa, IBM and Sub entered into an
amendment to the merger agreement providing for such dissenters rights.
Accordingly, Kenexa shareholders have dissenters rights as provided by
Pennsylvania law in connection with the merger.
In order to provide Kenexa’s shareholders with time to consider the amendment
to the Merger Agreement and to evaluate, and provide timely notice of their
intention to exercise, their dissenters rights with respect to the merger,
Kenexa has agreed to postpone its previously scheduled special shareholder
meeting in connection with the merger. The special shareholder meeting for
Kenexa originally scheduled for November 29, 2012 will be held on December 3,
2012 starting at 10:00 a.m., local time, at 3000 Two Logan Square,
Philadelphia, Pennsylvania 19103, or at any further postponement or
adjournment of this meeting.
Any proxies or votes already submitted by shareholders in connection with the
special meeting will remain valid and will be unaffected by the delay in
holding the special meeting or the amendment of the Merger Agreement. If you
have voted in favor of the Merger Agreement and wish to exercise your
dissenters rights, there are actions you will need to take that are described
in supplemental proxy materials being mailed to Kenexa’s shareholders on
November 23, 2012.
Kenexa Corporation (NYSE:KNXA) helps drive HR and business outcomes through
its unique combination of technology, content and services. Enabling
organizations to optimize their workforces since 1987, Kenexa’s integrated
talent acquisition and talent management solutions have touched the lives of
more than 110 million people. Additional information about Kenexa and its
global products and services can be accessed at www.kenexa.com. Follow Kenexa
on Twitter: @kenexa.
This press release is not, and is not intended to be, a solicitation of
proxies or an offer of securities. In connection with the proposed
transaction, Kenexa has filed a definitive proxy statement and other materials
with the SEC and will file a Current Report on Form 8-K. Investors and
security holders are advised to read the Form 8-K in conjunction with the
proxy statement and these other materials when they become available because
they will contain important information about Kenexa and the proposed
transaction. Investors and security holders may obtain a free copy of the
definitive proxy statement, the current report on Form 8-K (when available)
and other documents filed by Kenexa with the SEC at the SEC’s web site at
www.sec.gov. Copies of the definitive proxy statement, the Current Report on
Form 8-K (when available) and other filings made by Kenexa with the SEC can
also be obtained, free of charge, by directing a request to Kenexa
Corporation, 650 East Swedesford Road, Wayne, PA 19087, Attention: Investor
Relations. The definitive proxy statement and other filings are also available
for free on Kenexa’s website at www.kenexa.com under “Investor Relations.”
This press release includes certain “forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, plans, objectives,
expectations and intentions and other statements contained in this press
release that are not historical facts and statements identified by words such
as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" or words of similar meaning. These statements may contain, among
other things, guidance as to future revenue and earnings, operations, expected
benefits from acquisitions, prospects of the business generally, intellectual
property and the development of products. These statements are based on our
current beliefs or expectations and are inherently subject to various risks
and uncertainties, including the risk that the settlement is not approved by
the court as well as those set forth under the caption "Risk Factors" in
Kenexa’s most recent Annual Report on Form 10-K as filed with the Securities
and Exchange Commission and as revised or supplemented by Kenexa’s quarterly
reports on Form 10-Q. Actual results may differ materially from these
expectations due to changes in global political, economic, business,
competitive, market and regulatory factors, Kenexa’s ability to implement
business and acquisition strategies or to complete or integrate acquisitions.
Kenexa does not undertake any obligation to update any forward-looking
statements contained in this document as a result of new information, future
events or otherwise.
Mark Derowitsch, 402-419-5216
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