Transaction Will Unlock Value for Wanted's Shareholders; Enables CEB Clients to Embed Sought-After Talent Intelligence into Workforce Planning
ARLINGTON, Va. and QUEBEC CITY, Sept. 11, 2015 /PRNewswire/ -- CEB Inc. (NYSE: CEB), a best practice insight and technology company, and Wanted Technologies Corporation (TSX-V: WAN), a leading provider of real-time market intelligence and analytics for staffing and talent sourcing professionals, have entered into a definitive agreement dated September 10, 2015 (the "Arrangement Agreement") under which CEB will acquire all of Wanted Technologies' issued and outstanding common shares. Pursuant to the Arrangement Agreement, shareholders of Wanted Technologies will receive cash consideration of C$1.79 per share, which represents a premium of approximately 53% to the closing price of C$1.17 per share on the TSX Venture Exchange on September 9, 2015 and a premium of approximately 61% over the 20-day volume weighted average price of C$1.11 per share.
By integrating Wanted Technologies' machine learning-based talent analytics with CEB's predictive talent data offered through its CEB TalentNeuron offering, CEB will be uniquely positioned to help businesses leverage talent intelligence for more impactful workforce planning.
"The acquisition of Wanted Technologies will further our commitment to helping business leaders solve high-value talent challenges with the precision required to drive business impact," said Jesse Levin, head of Corporate Strategy & Development, CEB. "With the addition of Wanted Analytics, we will have an unmatched ability to provide clients actionable guidance based on our understanding of trends in labor skills, demand, availability, and cost within and across geographies---exactly the kinds of insights HR and other talent-focused executives crave to inform workforce planning, but can't access in a meaningful way today."
"This transaction delivers financial value for our shareholders and strategic value for our customers and employees," said Wanted Technologies CEO, Meredith E. Amdur. "Becoming part of CEB will accelerate our product roadmap and increase distribution worldwide to corporate buyers---our fastest-growing customer segment in over 100 markets served by CEB. The scale, scope, and reach we can achieve as part of CEB's Talent Management portfolio can only deepen the analytics leadership position that Wanted Technologies established almost two decades ago. I am proud that the great work our team has done to build Wanted Technologies has been recognized and I look forward to serving our customers as part of a company equally focused on transforming the way companies identify, hire, and develop talent."
Information Circular and Shareholders Meeting
A management information circular (the "Circular") of Wanted Technologies will be prepared and mailed to its shareholders over the coming weeks providing shareholders with important information about the transaction. Details of the transaction as well as the rationale for the support of the transaction by Wanted Technologies' Board of Directors will be set out in the Circular. Raymond James Limited has provided a fairness opinion to the special committee of independent directors of Wanted Technologies and to the board of directors of Wanted Technologies that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the Consideration to be received by Wanted Technologies shareholders pursuant to the Transaction is fair, from a financial point of view, to the Wanted Technologies shareholders. A copy of Raymond James Limited's opinion will also be included in the Circular.
The Arrangement Agreement provides for the acquisition of the shares of Wanted Technologies by way of plan of arrangement under the Canada Business Corporations Act and is subject to court approval and TSX Venture Exchange approval, as well as the approval of 66⅔% of the votes cast by Wanted Technologies' shareholders and optionholders present in person or by proxy at a special meeting of shareholders expected to be held on or about October 29, 2015. The plan of arrangement must also be approved by a majority of the votes cast at the meeting by persons other than certain of Wanted Technologies' officers.
The Arrangement Agreement further provides for non-solicitation covenants on the part of Wanted Technologies but gives it the right to accept a superior proposal in certain circumstances and terminate the agreement subject to payment to CEB of a termination fee equal to 3% of the aggregate transaction consideration. CEB has a five business day right to match any superior proposal.
A major shareholder of Wanted Technologies has entered into a voting support agreement, under which it has undertaken to vote in favour of the arrangement transaction, subject to certain exceptions. Wanted Technologies' directors and executive officers have also entered into voting support agreements under which they have agreed to vote in favour of the Arrangement.
Advisors and Counsel
Raymond James Limited is acting as the exclusive financial advisor to Wanted Technologies. BCF LLP is acting as legal counsel to Wanted Technologies. Blake, Cassels & Graydon LLP is acting as legal counsel to CEB.
Further details regarding the terms of the transaction are set out in the Arrangement Agreement, which Wanted Technologies will file on SEDAR and will make available on its website at www.wantedanalytics.com further to today's announcement. The Circular will also be made available on Wanted Technologies' website at www.wantedanalytics.com and under the profile of Wanted Technologies on SEDAR at www.sedar.com concurrently with the mailing to the shareholders.
About Wanted Technologies
WANTED Technologies was founded in 1999. The company's headquarters are in Quebec City, Canada, and it maintains a US-based subsidiary with primary offices in New York City. The company began collecting detailed Hiring Demand data in October 2002, and currently maintains a database of more than 1.2 billion unique job listings covering 22 markets worldwide.
CEB is a best practice insight and technology company. In partnership with leading organizations around the globe, we develop innovative solutions to drive corporate performance. CEB equips leaders at more than 10,000 companies with the intelligence to effectively manage talent, customers, and operations. CEB is a trusted partner to 90% of the Fortune 500, nearly 75% of the Dow Jones Asian Titans, and more than 85% of the FTSE 100. More at cebglobal.com.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
SOURCE CEB Inc.; Wanted Technologies