UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: April 2015
Commission File Number: 000-30827
CLICKSOFTWARE TECHNOLOGIES LTD.
(Translation of registrant's
name into English)
94 Em Hamoshavot Road
Petach Tikva 49527, Israel
(Address of principal
executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form
40-F ___
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
Indicate by check mark, whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes ___ No X
If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): ___
Attached hereto and incorporated by reference
herein is the registrant's press release announcing the signing of a definitive agreement to be acquired by Francisco Partners,
issued on April 30, 2015.
The first, second, fifth, eighth and
ninth paragraphs and the Safe Harbor for Forward Looking Statements of the press release attached to this Form 6-K of CLICKSOFTWARE
TECHNOLOGIES LTD. are incorporated by reference into the Registration Statements on Form S-8 (registration numbers 333-42000, 333-115003,
333-135435, 333-141307, 333-149825, 333-158839, 333-166028,333-173200, 333-180433, and 333-187488) of the Company, filed with the
Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded
by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CLICKSOFTWARE TECHNOLOGIES LTD. |
|
(Registrant) |
|
|
|
By: |
/s/ Joel Jeselsohn |
|
|
Name: Joel Jeselsohn Title: Chief Financial Officer |
Date: April 30, 2015
Exhibit 99.1
ClickSoftware Contact: |
Investor Relations Contact: |
Noa Schuman |
Christopher Harrison |
Investor Relations |
KCSA Strategic Communications |
+972-3-7659-467 |
212-896-1267 |
Noa.Schuman@clicksoftware.com |
charrison@kcsa.com |
ClickSoftware to Go Private; Signs Definitive
Agreement to Be Acquired by Francisco Partners
Transaction Valued at approximately $438
Million;
ClickSoftware Shareholders to Receive
$12.65 per Share in All Cash Transaction
BURLINGTON, MA —April 30, 2015—ClickSoftware
Technologies Ltd. (NasdaqGS: CKSW) (the “Company”), the leading provider of automated mobile workforce management and
optimization solutions for the service industry, today announced that it has signed a definitive agreement to be acquired by private
funds managed by Francisco Partners Management L.P. ("FP" or “Francisco Partners”), a leading global technology-focused
private equity firm, in an all-cash transaction valued at approximately $438 million.
Under the terms of the agreement, Francisco
Partners will acquire all of ClickSoftware’s outstanding ordinary shares for $12.65 per share in cash. This represents a
premium of approximately 45% over the average closing price of the Company’s shares on the Nasdaq Global Select Market during
the previous 90 calendar days. The Board of Directors of ClickSoftware unanimously approved the merger agreement and recommends
that ClickSoftware's shareholders approve the agreement.
Dr. Moshe BenBassat, Founder and CEO of
ClickSoftware, said, "After a comprehensive evaluation and review of strategic alternatives designed to enhance shareholder
value, we are confident this agreement represents a favorable outcome for our shareholders, providing them with immediate, substantial
cash value. Furthermore, we are excited to partner with Francisco Partners, a firm with an established track record of working
with companies transitioning to Cloud and with companies in relevant verticals to ClickSoftware. The added flexibility we
will have as a private company, combined with the benefit of FP’s knowledge and domain expertise, will allow us to more effectively
focus on our long-term investment and growth objectives, which will benefit our employees, customers and partners."
"We are excited to support the continued
growth of ClickSoftware," said Matt Spetzler, Partner at Francisco Partners. "ClickSoftware is a leader in the mobile
workforce management space, and we look forward to combining our expertise with its talented team of professionals to further enhance
its Cloud solutions, grow its customer pipeline and further advance its strategic goals."
The transaction is subject to certain closing
conditions, including approval of the Company’s shareholders. The transaction is not contingent upon receiving third party
financing. ClickSoftware’s shareholders will be asked to vote on the proposed transaction at a special meeting of shareholders
that will be held on a date to be announced. ClickSoftware expects the transaction to be completed in July 2015. Upon completion,
ClickSoftware will become a privately held company.
Jefferies LLC is acting as exclusive financial
advisor to ClickSoftware. Amit, Pollak, Matalon & Co. is acting as legal counsel to ClickSoftware, and Sullivan & Worcester
LLP is acting as U.S. counsel to ClickSoftware.
Barclays Capital Inc. is acting as exclusive
financial advisor and Meitar Liquornik Geva Leshem Tal is serving as legal counsel to Francisco Partners.
Preliminary First Quarter Results
ClickSoftware today also announced preliminary
results for the first quarter ended March 31, 2015. Revenue for the first quarter of 2015 is expected to be in the range of $26
to $27 million. The Company expects to incur a net operating loss on a GAAP and non-GAAP basis for the first quarter of 2015.
The above information is preliminary and
subject to ClickSoftware’s normal quarter-end accounting process and review, and after which full results will be available
on May 6, 2015.
Additional Information about the Transaction
In connection with the proposed transaction,
the Company will furnish a proxy statement with the U.S. Securities and Exchange Commission (“SEC”). INVESTORS AND
SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain a free copy of the proxy statement (when available)
and other documents filed by ClickSoftware at the SEC's website at http://www.sec.gov.
The proxy statement (when available) and other relevant documents may also be available for download on ClickSoftware’s
Investors section on its website http://ir.clicksoftware.com, or obtained for free from
ClickSoftware by directing a request to Investor Relations, ClickSoftware Technologies Ltd., 94 Em-Hamoshavot Road, PO Box 3697,
Petach Tikva, Israel 49527, telephone: +972-3-7659-467.
About ClickSoftware
ClickSoftware (NasdaqGS:
CKSW) is the leading provider of automated mobile workforce management and service optimization solutions for the enterprise,
both for mobile and in-house resources. As pioneers of the "Service chain optimization" and "The real-time service
enterprise" concepts, our solutions provide organizations with end-to-end visibility and control of the entire service management
chain by optimizing forecasting, planning, shift and task scheduling, mobility and real-time management of resource and customer
communication.
Available via the cloud or on-premise,
our products incorporate best business practices and advanced decision-making algorithms to manage service operations more efficiently,
in a scalable, integrated manner. Our solutions have become the backbone for many leading organizations worldwide by addressing
the fundamental question of job fulfillment: Who does What, for Whom, With what, Where and When.
ClickSoftware is the premier choice for
delivering superb business performance to service sector organizations of all sizes. The Company is headquartered in the United
States and Israel, with offices across Europe, and Asia Pacific. For more information, please visit http://www.clicksoftware.com.
Follow us on Twitter, the content of which is not incorporated herein by reference.
To download ClickSoftware’s investor
relations app, which offers access to SEC documents, press releases, videos, audiocasts and more, the content of which is not
incorporated herein by reference, please visit Apple’s App Store to download on
your iPhone and iPad, or Google Play for your Android mobile device.
About Francisco Partners
Francisco Partners is a leading global
private equity firm, which specializes in investments in technology and technology-enabled services businesses. Since its launch
over 15 years ago, Francisco Partners has raised approximately $10 billion in capital and invested in more than 150 technology
companies, making it one of the most active and longstanding investors in the technology industry. The firm invests in transaction
values ranging from $50 million to over $2 billion, where the firm's deep sectorial knowledge and operational expertise can help
companies realize their full potential.
Safe Harbor for Forward Looking Statements
This press release contains express or
implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities
laws. These forward-looking statements include, but are not limited to, those statements regarding the potential acquisition of
the Company by Francisco Partners, including statements regarding the long-term investments, growth and other benefits, as well
as the expected timing of the proposed merger. And the Company’s expectations for revenues and net operating loss for the
first quarter of 2015. Such “forward-looking statements” involve known and unknown risks, uncertainties and other factors
that may cause actual results or performance to differ materially from those projected. Achievement of these results by ClickSoftware
may be affected by many factors, including, but not limited to, risks and uncertainties regarding the ability to close the proposed
transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability
to satisfy certain closing conditions, including the approval by the Company’s shareholders; the risk that the benefits of
the potential transaction may not be fully realized or may take longer to realize than expected; the impact of the proposed transaction
on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions,
as well as general economic conditions, and completion of the Company’s normal quarter-end accounting process and review
for the first quarter of 2015 by the Company’s independent and registered public accounting firm. The forward-looking statements
contained in this press release are subject to other risks and uncertainties, including those discussed in the "Risk Factors"
section and elsewhere in ClickSoftware's annual report on Form 20-F for the year ended December 31, 2014 and in subsequent filings
with the Securities and Exchange Commission. Except as otherwise required by law, ClickSoftware is under no obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information,
future events or otherwise.
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