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 /CNW Telbec/ - 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 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.
Transaction Details
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.
About CEB
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 WANTED Technologies Corp.