ARLINGTON, Va., April 4, 2017 /PRNewswire/ -- CEB Inc.
(NYSE: CEB), a best practice insight and technology company,
today announced that CEB shareholders approved the definitive
merger agreement with Gartner, Inc. ("Gartner") dated as of
January 5, 2017, and the merger
transaction, with approximately 87.94 percent of shares outstanding
cast in favor of the proposal.
The approval is the result of a vote on the proposals identified
in the definitive proxy statement/prospectus, dated March 7, 2017 during a special meeting of
shareholders held earlier this morning related to the proposed
merger with Gartner.
As announced on January 5, 2017,
CEB and Gartner entered into a definitive merger agreement pursuant
to which Gartner would acquire CEB in a stock and cash transaction.
CEB stockholder approval is a condition to the merger. With
approval by CEB shareholders, all approvals required to complete
the proposed merger have been received. CEB and Gartner expect to
complete the transaction on April 5,
2017.
About CEB
CEB is a best practice insight and technology company. We help
companies grow by harnessing their untapped potential. Leaders at
more than 10,000 organizations rely on our advisory services and
technology solutions to manage their talent, customers and
operations. CEB is a trusted partner to nearly 90% of the Fortune
500 and FTSE 100, 80% of the JSE, and more than 70% of the Dow
Jones Asian Titans. More at www.cebglobal.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements generally relate to future events or our
future financial or operating performance. Forward-looking
statements may contain words such as "will be," "will," "expects,"
"expected," "intends," "continue," or similar expressions, and
include the assumptions that underlie such statements. These
forward-looking statements include statements about future
financial and operating results; benefits of the transaction to
customers, stockholders and employees; potential synergies and cost
savings; the ability of the combined company to drive growth and
expand client relationships; the financing of the transaction and
other statements regarding the proposed transaction. CEB's
expectations and beliefs regarding these matters may not
materialize, and actual results in future periods are subject to
risks and uncertainties that could cause actual results to differ
materially from those projected, including but not limited to:
- the risk that the businesses will not be integrated
successfully;
- the risk that synergies will not be realized or realized to the
extent anticipated;
- uncertainty as to the market value of the Gartner merger
consideration to be paid in the merger;
- the risk that required governmental approvals of the merger
will not be obtained;
- the risk that Gartner following this transaction will not
realize its financing or operating strategies;
- litigation in respect of either CEB or the merger; and
- disruption from the merger making it more difficult to maintain
certain strategic relationships.
The forward-looking statements contained in communication are
also subject to other risks and uncertainties, including those more
fully described in our filings with the Securities and Exchange
Commission ("SEC"), including CEB's Annual Report on Form 10-K for
the year ended December 31, 2016,
which was filed with the Securities and Exchange Commission on
March 1, 2017 and those discussed in
"Risk Factors" in the S-4/A filed by Gartner with the SEC on
March 6, 2017 and in the documents
which are incorporated by reference therein. The
forward-looking statements in this press release are based on
information available to CEB as of the date hereof, and CEB
disclaims any obligation to update any forward-looking statements,
except as required by law.
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SOURCE CEB
