Kenexa announces MOU in connection with proposed acquisition by IBM
Nov 26, 2012 (Menafn - M2 EQUITYBITES via COMTEX) --Kenexa Corporation KNXA, a provider of recruiting and talent management solutions, has entered into a Memorandum of Understanding to settle a derivative action and purported class action complaint, Kenexa said on Friday.
The complaint, which was filed in the Court of Common Pleas of Chester county, Pennsylvania, was in connection with the proposed acquisition of Kenexa by International Business Machines Corporation (IBM) IBM.
The company said that the settlement of the lawsuit is subject to definitive documentation and court approval.
Kenexa had entered into an agreement and plan of merger with IBM and Jasmine Acquisition Corp, a wholly-owned subsidiary of IBM (the merger sub), under which merger sub will merge with and into Kenexa, with Kenexa being the surviving corporation and a wholly-owned subsidiary of IBM.
The board of directors of Kenexa, in connection with the MoU, had adopted a resolution granting all Kenexa shareholders dissenters rights in connection with the merger. Kenexa, IBM and merger sub entered into an amendment to the merger agreement providing for such dissenters rights as provided by Pennsylvania law.
In addition, in order to provide its shareholders with time to consider the amendment and to evaluate and provide timely notice of their intention to exercise their dissenters rights, Kenexa has agreed to postpone its previously scheduled special shareholder meeting in connection with the merger, which was originally scheduled to be held on 29 November 2012 and will now take place on 3 December 2012.
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