Kenexa Corp. (KNXA), a provider of recruiting and talent management solutions, 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 Corp. (IBM).
On August 27, 2012, Kenexa entered into an Agreement and Plan of Merger with IBM and Jasmine Acquisition Corp., a wholly-owned subsidiary of IBM pursuant to which Merger Sub would 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 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.
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.
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