|[November 23, 2012]
Kenexa Enters into Memorandum of Understanding; Reschedules Special Meeting to December 3, 2012
WAYNE, Pa. --(Business Wire)--
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 (News - Alert)). 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 hav 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 (News - Alert): @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 (News - Alert) 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.
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