CAMPBELL, Calif., May 1, 2017 /PRNewswire/ -- Jive Software, Inc.
(Nasdaq: JIVE), today announced that ESW Capital, LLC, through its
affiliate Wave Systems, is acquiring Jive and that Jive will become
a part of the Aurea family of companies. The transaction is
valued at $462 million. Under
the terms of the agreement, an affiliate of Aurea will commence a
tender offer for all of the outstanding shares of Jive common stock
for $5.25 in cash per share.
This represents a premium of 20% to the average of Jive's closing
stock price during the three months ending on April 28, 2017. Jive's Board of Directors has
unanimously approved the merger agreement and recommends that Jive
stockholders tender their shares in the tender offer.
![@jivesoftware ~ working better together. (PRNewsFoto/Jive Software, Inc.)](https://mma.prnewswire.com/media/287188/jive_software__inc__logo.jpg)
"As the leader of the enterprise collaboration category, Jive
has pushed the boundaries in how people work together for the past
16 years. It's this focus and vision that has enabled us to deliver
industry-leading product innovation, attract a top-notch customer
base with recognized global brands and achieve record earnings and
profitability in the last announced quarter," said Elisa Steele, CEO of Jive. "With Jive and Aurea
coming together, we can deliver the superior end-to-end employee
and customer experience companies require in today's digital
landscape."
Aurea provides the technology platform and worldwide delivery
capability to enable companies to build, execute, monitor and
optimize the end-to-end customer journey across a diverse range of
industries.
"Jive, in combination with Aurea, enables us to bring customer
experience and employee and customer engagement together. We look
forward to helping Jive clients get the maximum value out of their
investment with Jive," said Scott
Brighton, CEO of Aurea. "Everything we do is driven by
our singular core value of client success."
Completion of the acquisition is subject to customary closing
conditions, including a majority of the outstanding shares having
been tendered in the tender offer and clearance under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976.
The parties expect the transaction to be completed in June 2017. Following completion of the
transaction, Jive's common stock will be delisted from the NASDAQ
and deregistered from the Securities Exchange Act of 1934. Morgan
Stanley is serving as financial advisor to Jive, and Wilson Sonsini Goodrich & Rosati, P.C. is
serving as legal advisor to Jive. Atlas Technology Group LLC is
acting as financial advisor to ESW Capital and its subsidiaries.
Cooley LLP is serving as legal counsel to ESW Capital and its
subsidiaries.
Additional details about the merger agreement will be contained
in a Current Report on 8-K to be filed by Jive with the Securities
and Exchange Commission.
About Aurea
Aurea is the technology behind some of
the world's greatest customer experiences. And we transform your
experience with us, through a Client Success Program™ that ensures
you achieve your goals, every step of the way. Aurea is a very
different kind of software company – and we deliver very different
results. Learn more at www.aurea.com.
About Jive Software
Jive (Nasdaq: JIVE) is the leader
in accelerating workplace digital transformation for
organizations, enabling people to work better together. The company
provides industry-leading Interactive Intranet and Customer
Community solutions that connect people, information and
ideas to help businesses outpace their competitors. With more
than 30 million users worldwide and customers in virtually every
industry, Jive is consistently recognized as a leader by top
analyst firms, including Gartner Inc., Ovum and Aragon
Research. More information can be found
at www.jivesoftware.com or the Jive Blog.
Important Additional Information and Where to Find It
In connection with the proposed acquisition of Jive Software,
Inc. ("Jive") by Wave Systems Corp. ("Parent"), Jazz MergerSub,
Inc. ("Acquisition Sub"), a wholly-owned subsidiary of Parent, will
commence a tender offer for all of the outstanding shares of Jive.
Such tender offer has not yet commenced. This communication
is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares of Jive, nor
is it a substitute for the tender offer materials that Parent,
Acquisition Sub and ESW Capital, LLC ("Guarantor") will file with
the SEC upon commencement of the tender offer. At the time that the
tender offer is commenced, Parent, Acquisition Sub and Guarantor
will file tender offer materials on Schedule TO with the SEC, and
Jive will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the offer. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY JIVE'S
STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. Both the tender offer statement and the
solicitation/recommendation statement will be made available to
Jive's stockholders free of charge. A free copy of the tender offer
statement and the solicitation/recommendation statement will also
be made available to all stockholders of Jive by contacting Jive at
lisa.jurinka@jivesoftware.com or jason.khoury@jivesoftware.com by
phone at (415) 580-4738 or (650) 847-8308, or by visiting Jive's
website (www.jivesoftware.com). In addition, the tender offer
statement and the solicitation/recommendation statement (and all
other documents filed with the SEC) will be available at no charge
on the SEC's website (www.sec.gov) upon filing with the SEC.
JIVE'S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT
AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY
MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE TRANSACTION.
Forward Looking Statements
This document contains certain statements that constitute
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the proposed
benefits of the transaction, the satisfaction of conditions to the
completion of the proposed transaction and the expected completion
of the proposed transaction, as well as other statements that are
not historical fact. These forward-looking statements are based on
currently available information, as well as Jive's views and
assumptions of Jive, Parent or Acquisition Sub regarding future
events as of the time such statements are being made. Such forward
looking statements are subject to inherent risks and uncertainties.
Accordingly, actual results may differ materially and adversely
from those expressed or implied in such forward-looking statements.
Such risks and uncertainties include, but are not limited to, the
potential failure to satisfy conditions to the completion of the
proposed transaction due to the failure to receive a sufficient
number of tendered shares in the tender offer, as well as those
described in cautionary statements contained elsewhere herein and
in Jive's periodic reports filed with the SEC including the
statements set forth under "Risk Factors" set forth in Jive's most
recent annual report on Form 10-K, the Tender Offer Statement on
Schedule TO (including the offer to purchase, the letter of
transmittal and other documents relating to the tender offer) to be
filed by Parent, Acquisition Sub and Guarantor, and the
Solicitation/Recommendation Statement on Schedule 14D-9 to be filed
by Jive. As a result of these and other risks, the proposed
transaction may not be completed on the timeframe expected or at
all. These forward-looking statements reflect the parties'
expectations as of the date of this communication. While such
parties may elect to update any such forward-looking statements at
some point in the future, such parties specifically disclaim any
obligation to do so, even if our expectations change, except as
required by law.
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SOURCE Jive Software