Kenexa Successfully Completes Acquisition of Salary.com
October 01 2010 - 12:02PM
Business Wire
Kenexa Corporation (Nasdaq: KNXA) today completed its previously
announced acquisition of Salary.com, Inc. (Nasdaq: SLRY). As a
result of the merger, Salary.com is now a wholly-owned subsidiary
of Kenexa.
Immediately prior to the merger, Spirit Merger Sub, Inc., a
wholly-owned subsidiary of Kenexa, successfully completed its cash
tender offer to purchase all of the outstanding shares of common
stock of Salary.com. Based on information from the depositary for
the tender offer, as of the expiration of the tender offer at 12:00
midnight, New York City time, at the end of the day on September
30, 2010, 15,633,332 shares of common stock of Salary.com were
validly tendered and not validly withdrawn prior to the expiration
of the tender offer, representing approximately 86.8% of the
Salary.com’s outstanding common stock (79.3% of Salary.com’s
outstanding common stock on a fully diluted basis). Additionally,
the depositary indicated that an additional 1,003,862 of
Salary.com’s shares were tendered by notice of guaranteed delivery.
All validly tendered shares have been accepted for payment in
accordance with the terms of the tender offer.
Immediately after the tender offer, Spirit Merger Sub exercised
its option to purchase 21,067,796 newly-issued shares of common
stock from Salary.com. As a result, after the exercise of this
option, Spirit Merger Sub owned one share more than 90% of the
shares of Salary.com’s outstanding common stock on a fully diluted
basis. Immediately following the exercise of this option, Spirit
Merger Sub completed the merger in accordance with the provisions
of Delaware law that authorize the completion of the Merger without
a vote or meeting of the stockholders of Salary.com. Remaining
stockholders of Salary.com will receive $4.07 in cash, without
interest and less any applicable withholding taxes, for each
outstanding share of Salary.com common stock, which is the same
amount per share that was paid in the offer. We have made
applications to terminate the registration of Salary.com’s common
stock under the Securities and Exchange Act of 1934, as amended,
and to cease trading of such shares 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.
About Salary.com
Salary.com is a leading provider of on-demand compensation and
talent management solutions. Salary.com's highly configurable
software applications and proprietary content help executives, line
managers and compensation professionals automate, streamline and
optimize critical talent management processes including: market
pricing, compensation planning, performance management, competency
management, and succession planning. Built with compensation and
competency data at the core, Salary.com solutions provide
businesses of all sizes with the most productive and cost-effective
way to manage and inspire their most important asset -- their
people.
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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