Saba, a global leader in cloud-based intelligent talent management solutions, reports that it is moving forward to complete its announced merger with a group of investors led by Vector Capital and that it expects to issue a proxy statement to its stockholders to solicit stockholder approval for the merger in the near term.
The Company also reported that as expected the U.S. Securities and Exchange Commission (the “SEC”) has issued an order pursuant to section 12(j) of the Securities and Exchange Act of 1934 (the “Exchange Act”) revoking the registration of Saba’s common stock under Section 12(g) of the Exchange Act. Saba does not expect that the revocation order will impair its ability to complete the merger. From the effective date of the order through the closing of the merger, the Company does not expect there to be an active market for its common stock.
The Company is working diligently to complete the transaction as soon as practicable. At this time, a specific completion date has not been established. The merger agreement with Vector Capital is available on a Form 8-K filed with the SEC on February 11, 2015.
Saba (saba.com) delivers a cloud-based intelligent talent management solution used by leading organizations worldwide to hire, develop, engage and inspire their people. With machine learning at its core, intelligent talent management offers proactive, personalized recommendations on candidates, connections and content to help employees and organizations lead and succeed. Saba Cloud is a purpose-built, highly scalable platform that exceeds industry security and reliability standards. Saba has more than 31 million users and 2,200 customers across 195 countries and 37 languages.
This press release contains forward-looking statements, including those relating to the anticipated acquisition of Saba by a group of investors led by Vector Capital, the anticipated revocation of the registration of Saba’s common stock by the SEC, the expected effect of such revocation order on the market for Saba’s stock and the merger, and the expectation of issuing a proxy statement to Saba stockholders to solicit stockholder approval for the merger in the near term. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” and other similar expressions. Various factors may cause differences between current expectations and actual results or developments, including, without limitation, risks and uncertainties associated with the ability of Saba and the investors to complete the anticipated merger, the impact of deregistration of Saba’s common stock by the SEC, including the expectation that broker-dealers will not be permitted to effect transactions in the Company's securities following deregistration, the risk that acquisition may be delayed or may not close including the possibility that various closing conditions to the merger may not be satisfied or waived, and the risk that stockholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability or other adverse developments may occur that could affect the timing and/or certainty of completing the transaction. The actual outcome and timing of such matters could differ materially from those expressed in any forward-looking statements. Readers should refer to the section entitled “Risk Factors” in the Form 10-K for the fiscal year ended May 31, 2011, and similar disclosures in subsequent reports filed with the SEC. The forward-looking statements and risks stated in this press release are based on information available to Saba today. Saba assumes no obligation to update them.
All trademarks and registered trademarks mentioned herein are the property of their respective owners.