Sajan Inc. (Nasdaq:SAJA) and AMPLEXOR International SA, today
announced that a definitive merger agreement has been signed,
whereby Sajan will be acquired by a wholly-owned subsidiary of
AMPLEXOR International. Under the terms of the merger agreement,
Sajan shareholders will receive $5.83 per share in cash for each
share of Sajan common stock, representing a 46 percent premium over
Sajan’s closing price as of April 25, 2017.
“We are pleased to announce this agreement,” said Shannon
Zimmerman, Chairman and CEO of Sajan. “The acquisition has been
strategically conceived and results in a uniquely robust global
content solution provider with a broad breadth of capabilities far
beyond traditional language translation only.” Zimmerman continued,
“This union immediately creates a strong global provider that
possesses a variety of technologies, global content solutions and
customer support in numerous countries and a well-aligned culture
of innovation shared between the two organizations. Our Board of
Directors believes this transaction is in the best interest of our
shareholders and affirms Sajan’s value as a leading provider of
Language Translation Services. AMPLEXOR was looking for a strong
partner in the United States to complement their global
organization and found that in Sajan.”
“As we sought to strengthen our U.S. presence and grow our
Language Services offering and competencies, Sajan proved to be a
perfect fit. Sajan’s technology skills, delivery capacity and
geographic reach are fully complementary to AMPLEXOR’s,” explained
Mark Evenepoel, CEO of AMPLEXOR.
Sajan’s committee of independent directors and its Board of
Directors have unanimously approved the merger agreement and agreed
to recommend that shareholders adopt the agreement and approve the
merger.
Closing of the transaction is subject to customary closing
conditions, including, among others, the affirmative vote in favor
of the transaction by holders of a majority of Sajan’s outstanding
common stock. It is anticipated that the special meeting of Sajan’s
shareholders to vote on the transaction will be held in July 2017
and, if the transaction is approved, the merger would be expected
to close shortly thereafter.
Dougherty & Company, LLC is acting as exclusive financial
advisor to Sajan and provided a fairness opinion to the special
committee of the Board of Directors of Sajan. Fredrikson &
Byron, P.A. is acting as legal advisor for Sajan and Quarles &
Brady LLP is acting as legal advisor to AMPLEXOR.
Additional Information about the Proposed Transaction
and Where to Find ItIn connection with the transaction,
Sajan expects to file with the Securities Exchange Commission (the
“SEC”), and mail to shareholders, a proxy statement on Schedule 14A
inviting shareholders to a special meeting to, among other things,
consider and vote on a proposal to adopt the merger agreement and
approve the merger. Shareholders are urged to carefully
read these materials (and any amendments or supplements) and any
other relevant documents that Sajan files with the SEC when they
become available because they will contain important
information. These materials will be made available free
of charge on Sajan’s website at
www.sajan.com/company/investor-relations/ when available. In
addition, all of these materials (and all other materials filed by
Sajan with the SEC) will be available at no charge from the SEC
through its website at www.sec.gov. Shareholders may also obtain
free copies of the documents filed by Sajan with the SEC by
contacting Sajan’s Corporate Secretary, Thomas P. Skiba, by mail at
Sajan, Inc., 625 Whitetail Boulevard, River Falls, Wisconsin 54022
or by phone at (715) 426-9505.
This press release is neither a solicitation of a proxy, an
offer to purchase nor a solicitation of an offer to sell shares of
Sajan. Sajan and its directors, executive officers and certain
other members of management and employees may be deemed
participants in soliciting proxies from its shareholders in
connection with the proposed merger. Information regarding Sajan’s
directors and executive officers is set forth in Sajan’s proxy
statement on Schedule 14A filed with the SEC on April 27, 2016.
Information regarding other persons, who may, under the rules of
the SEC, be considered participants in the solicitation of Sajan’s
shareholders in connection with the proposed merger will be set
forth in the proxy statement for Sajan’s special meeting of
shareholders. Additional information regarding these individuals
and Sajan’s directors and officers and any direct or indirect
interests they may have in the proposed merger will be set forth in
the definitive proxy statement when and if it is filed with the SEC
in connection with the proposed merger.
Cautionary Statement Regarding Forward-Looking
StatementsThis release contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements regarding the proposed
transaction with AMPLEXOR. The timing of the closing of the
transaction, the expected impact of the transaction on Sajan’s
business, and Sajan’s plans with regard to the proxy statement.
Sajan intends such forward-looking statements to be covered by the
Safe Harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and is
including this statement for purposes of complying with these Safe
Harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and
expectations of Sajan, may be identified by use of the words
“believe,” “expect,” “intend,” “anticipate,” “project,” or similar
expressions. Investors should not rely on forward-looking
statements because they are subject to a variety of risks,
uncertainties and other factors that could cause actual results to
differ materially from such forward-looking statements. Certain
factors which could cause actual results to differ materially from
the forward-looking statements include, but are not limited to,
general economic conditions; uncertainties as to the timing of the
merger; uncertainties as to whether AMPLEXOR will be able to
consummate the merger; uncertainties as to whether Sajan’s
shareholders will provide the requisite approval for the merger;
the possibility that competing offers will be made; the possibility
that certain conditions to the consummation of the merger will not
be satisfied; the possibility that Sajan’s shareholders will file
lawsuits challenging the merger; the diversion of Sajan’s
management time and attention to issues relating to the merger;
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers or business partners) occurring prior to
completion of the merger or if the merger is not completed; the
difficulty retaining certain key employees of Sajan as a result of
the announcement of the merger; the possibility that costs, fees,
expenses or charges Sajan incurs in connection with the merger are
greater than expected; the possibility that the merger agreement
may be terminated in circumstances that require Sajan to pay a
termination fee to AMPLEXOR related to the merger; and changes in
the economic and financial conditions of the businesses of Sajan
and AMPLEXOR; and those risks and uncertainties discussed in
Sajan’s Annual Report on Form 10-K for the year ended December 31,
2016 and under the heading “Risk Factors,” as updated from time to
time by Sajan’s Quarterly Reports on Form 10-Q and other documents
subsequently filed with the SEC. Except as may be expressly
required by law, Sajan undertakes no obligation to update any
forward-looking statements, which speak only as of the date of this
release. All forward-looking statements in this release are
qualified in their entirety by this cautionary statement.
About SajanSajan is a leading provider of
global language translation and localization services, helping
clients around the world expand seamlessly into any global market.
The foundation of Sajan’s solution is its industry-leading language
translation management system technology, Sajan Transplicity, which
provides process automation and innovative multilingual content
reuse to ensure schedule predictability, higher quality and cost
efficiencies for its clients. By working closely with its clients,
Sajan’s experienced team of localization professionals develops
tailored solutions that lend flexibility to any large or small
business that truly desires to “think globally but act locally.”
Based in the United States, Sajan also has offices in Ireland,
Spain and Singapore. Visit Sajan online at www.sajan.com.
About AMPLEXORAMPLEXOR International,
headquartered in Luxembourg, is a leading digital solution provider
offering global compliance, digital experience and content
solutions. Continuously growing since its foundation in 1987 and
today with a presence in over 23 countries, AMPLEXOR helps
customers across key industries, such as Life Sciences,
Manufacturing, Energy & Environment, the Public Sector and
Defense, Aerospace & Transport achieve process efficiency,
increase revenue generation, reduce time-to-market and ensure
quality and compliance. AMPLEXOR’s turnkey solutions support core
industry processes, and include software technology, consulting,
system integration, and language and content management services.
For more information, visit www.AMPLEXOR.com.
Contact:
Gretchen VanDusartz
Digital Communications Specialist
email: gvandusartz@sajan.com
phone: 715-426-9505
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