CEB Inc. (NASDAQ:CEB) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On January 5, 2017, CEB Inc. a Delaware Corporation (the
Company), entered into an Agreement and Plan of
Merger (the Merger Agreement) by and among
Gartner, Inc., a Delaware corporation (Gartner),
Cobra Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Gartner (Sub). to the
Merger Agreement, Sub will be merged with and into the Company,
with the Company surviving as a wholly-owned subsidiary of
Gartner (the Merger). to the Merger, each share
of common stock of the Company, par value $0.01 per share, will
be converted into the right to receive (i) $54.00 in cash and
(ii) 0.2284 shares of common stock of Gartner, par value $0.0005
per share. It is expected that the Merger will be completed
during the first half of 2017. Gartner intends to fund the cash
portion of the Merger consideration (and transaction costs and
related expenses) using a combination of cash on hand and the
proceeds from a fully committed debt financing.

The Merger Agreement contains customary representations,
warranties and covenants by the Company, Gartner and Sub,
including covenants for each of the parties to use reasonable
best efforts to cause the Merger to be completed and covenants
regarding the operation of the business of Gartner and the
Company between the date of the Merger Agreement and the closing
of the Merger.

Completion of the Merger is subject to the satisfaction or waiver
of customary conditions, including (i)approval of the Merger
Agreement by the stockholders of the Company, (ii)the expiration
or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended), (iii) the absence of a material adverse effect with
respect to the Company and Gartner and (iv)the absence of certain
legal impediments.

The Merger Agreement contains a go shop provision that allows the
Company to (i)initiate, solicit, encourage, induce or facilitate
discussions or negotiations with respect to acquisition proposals
and (ii)enter into, participate in, maintain or continue
discussions or negotiations with respect to acquisition proposals
for a 35 day period ending on February 9, 2017. In addition, the
Company has an additional 35 day period to complete negotiation
of any acquisition proposal that is made in the go shop period
and is determined by the Board of Directors of the Company to be
reasonably likely to lead to a superior offer. The Company
undertakes no obligation to publicly update on the status of any
acquisition proposals.

The Merger Agreement contains representations and warranties that
the parties thereto made to each other solely for purposes of the
Merger Agreement as of specified dates, are solely for the
benefit of the parties to the Merger Agreement and may be subject
to important qualifications and limitations agreed to by the
parties thereto in connection with negotiating the terms
thereof.Moreover, some of those representations and warranties
may be subject to certain disclosures between the parties and may
be subject to a contractual standard of materiality different
from those generally applicable to stockholders of Gartner or the
Company.The representations and warranties were made for the
purpose of allocating risk among the parties to the Merger
Agreement and should not be relied upon as a disclosure of
factual information. The Company intends to amend this Current
Report on Form 8-K promptly to include the Merger Agreement as an
exhibit.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On January 4, 2017, the Board of Directors of the Company
determined that it was in the best interests of the Company and
its stockholders to amend the Companys bylaws. The amendment, to
Section115 of the Delaware General Corporation Law, the
designates the Court of Chancery of the State of Delaware as the
sole and exclusive forum, unless the Company consents in writing
to the selection of an alternative forum, for claims, including
claims in the right of the Company, brought by a stockholder
(including a beneficial owner)(i) that are based upon a violation
of a duty by a current or former director or officer or
stockholder in such capacity or (ii)as to which the Delaware
General Corporation Law confers jurisdiction upon the Court of
Chancery of the State of Delaware. The amendment is contained in
a Third Amended and Restated Bylaws of the Company, which the
Board of Directors of the Company adopted on January 4, 2017. The
Third Amended and Restated Bylaws contain no changes other than
the addition of Article IX.

The foregoing description of the Third Amended and Restated
Bylaws does not purport to be complete and is qualified in its
entirety by reference to the Third Amended and Restated Bylaws, a
copy of which is attached as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item7.01. RegulationFD Disclosure.

On January 5, 2017, the Company issued a press release announcing
that it had entered into the Merger Agreement, a copy of which is
furnished herewith as Exhibit99.1.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Cautionary Note Regarding Forward-Looking
Statements

This Current Report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements generally relate to future events or
our future financial or operating performance. In some cases, you
can identify forward-looking statements because they contain
words such as will be, will, expects, expected, intends,
continue, or similar expressions, and include the assumptions
that underlie such statements. These forward-looking statements
include statements about future financial and operating results;
benefits of the transaction to customers, stockholders and
employees; potential synergies and cost savings; the ability of
the combined company to drive growth and expand client
relationships; the financing of the transaction and other
statements regarding the proposed transaction. The Companys
expectations and beliefs regarding these matters may not
materialize, and actual results in future periods are subject to
risks and uncertainties that could cause actual results to differ
materially from those projected, including but not limited to:

The forward-looking statements contained in this Current Report
are also subject to other risks and uncertainties, including
those more fully described in our filings with the SEC, including
our Annual Report on Form 10-K for the year ended December31,
2015, which was filed with the SEC on February29, 2016. The
forward-looking statements in this Current Report are based on
information available to the Company as of the date hereof, and
the Company disclaims any obligation to update any
forward-looking statements, except as required by law.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.

This communication is being made in respect of a proposed
business combination involving Gartner and the Company. In
connection with the proposed transaction, Gartner will file with
the SEC a Registration Statement on Form S-4 that includes the
preliminary proxy statement of the Company and that will also
constitute a prospectus of Gartner. The information in the
preliminary proxy statement/prospectus is not complete and may be
changed. Gartner may not issue the common stock referenced in the
proxy statement/prospectus until the Registration Statement on
Form S-4 filed with the SEC becomes effective. The preliminary
proxy statement/prospectus, this Current Report on Form 8-K and
any related communication are not offers to sell Gartner
securities, are not soliciting an offer to buy Gartner securities
in any state where the offer and sale is not permitted and are
not a solicitation of any vote or approval. The definitive proxy
statement/prospectus will be mailed to stockholders of the
Company.

GARTNER AND THE COMPANY URGE INVESTORS AND SECURITY HOLDERS
TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed
with the SEC free of charge at the SECs website,
www.sec.gov. Copies of documents filed with the SEC by
Gartner (when they become available) may be obtained free of
charge on Gartners website at www.gartner.com or by
directing a written request to Gartner, Inc., Investor Relations,
56 Top Gallant Road Stamford, CT 06902-7747. Copies of documents
filed with the SEC by the Company (when they become available)
may be obtained free of charge on the Companys website at
www.cebglobal.com or by directing a written request to the
Company care of Investor Relations, 1919 North Lynn Street,
Arlington, VA 22209.

Participants in the Merger Solicitation

Each of Gartner, the Company and their respective directors,
executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding these persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Companys
stockholders in connection with the proposed transaction is set
forth in the proxy statement/prospectus described above filed
with the SEC. Additional information regarding Gartners executive
officers and directors is included in Gartners definitive proxy
statement, which was filed with the SEC on April 11, 2016.
Additional information regarding the Companys executive officers
and directors is included in the Companys definitive proxy
statement, which was filed with the SEC on April 29, 2016. You
can obtain free copies of these documents using the information
in the paragraph immediately above.

CEB Inc. (NASDAQ:CEB) Recent Trading Information

CEB Inc. (NASDAQ:CEB) closed its last trading session at with 250,362 shares trading hands.