Kenexa Agreed to IBM Offer Without Other Talks

Kenexa Corp., the maker of human resources software that agreed to be acquired by International Business Machines Corp. for about $1.3 billion last month, didn’t seek out any other bidders, according to a preliminary proxy filing yesterday.

Kenexa’s board concluded that, because it had not been approached by other companies despite consolidation among peers and IBM’s final offer was at a “significant premium” — on announcement it was 42 percent more than the previous day’s closing price — it was unlikely that a fuller sale process would yield a better price, the company said in the filing.

The deal doesn’t include a “go-shop” provision that would allow Kenexa to seek other bidders.

It took slightly more than two months to reach a deal. IBM made its first proposal on June 25 then raised it by more than 10 percent to $46 per share the next day, a bid that it called its “best and final offer,” the filing said. The two sides announced an all-cash takeover at that price on Aug. 27 after a month of exclusive negotiations.

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