Sajan, Inc. (NASDAQ:SAJA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into Material Definitive Agreement |
On April 25, 2017, Sajan, Inc. (the Company) entered into
an Agreement and Plan of Merger (the Merger
Agreement) with Amplexor USA Inc., a
Delaware corporation (Buyer), and
Amplexor Falcon, Inc., a Delaware corporation and a wholly-owned
subsidiary of Buyer (Merger Sub). Under
the terms of the Merger Agreement, Merger Sub will merge with and
into the Company with the Company remaining as the surviving
corporation (the Surviving Corporation) and a wholly-owned
subsidiary of Buyer (the Merger).
At the effective time of the Merger, each share of the Companys
common stock, par value $0.01 per share (the Company Common
Stock), that is issued and outstanding immediately prior to
the effective time of the Merger (other than shares held in the
Companys treasury immediately prior to the effective time of the
Merger, which will be cancelled and retired without payment, and
any dissenting shares) will be cancelled and converted into the
right to receive the merger consideration of $5.83 per share in
cash, without interest and subject to any applicable withholding
taxes. Each option to acquire shares of Company Common Stock
(each, a Company Stock Option) that is
outstanding immediately prior to the effective time of the
Merger, whether or not then vested or exercisable, will, by
virtue of the Merger and without any action on the part of Buyer,
Merger Sub, the Company, the holder of that Company Stock Option
or any other person, immediately accelerate and vest and become
exercisable and will be cancelled and converted into the right to
receive from Buyer and the Surviving Corporation an amount in
cash, without interest, equal to the product of (i) the aggregate
number of shares of Company Common Stock subject to such Company
Stock Option, multiplied by (ii) the excess, if any, of the per
share merger consideration over the per share exercise price of
such Company Stock Option, less any applicable tax withholding.
Among other closing conditions that are customary in transactions
of this type, the closing of the Merger and related transactions
is contingent upon the satisfaction or waiver of the following:
(a) the holders of a majority of the outstanding shares of
Company Common Stock must have adopted the Merger Agreement and
approved the completion of the Merger at a special meeting of
stockholders; (b) the Company must have received regulatory
approvals, if any, required by applicable law to complete the
Merger; (c) the Company must have entered into an amended and
restated employment agreement with Shannon Zimmerman; and (d)
there must not have occurred any event, change or effect that
would, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the Company.
The Merger Agreement contains customary representations and
warranties by the Company, Buyer and Merger Sub. The Merger
Agreement also contains customary covenants and agreements,
including with respect to the operation of the business of the
Company between signing and closing, restrictions on the Company
regarding soliciting and responding to alternative business
combination transactions, governmental filings and approvals, and
other matters.
Subject to certain limited exceptions, the Merger Agreement
prohibits the Companys solicitation of proposals relating to
alternative business combination transactions and restricts the
Companys ability to furnishnon-publicinformation to, or
participate in any discussions or negotiations with, any third
party with respect to any such transaction.
The Merger Agreement includes a remedy of specific performance
for the Company, Buyer and Merger Sub. The Merger Agreement also
contains termination rights for each of the Company and Buyer.
Among those rights, the Company or Buyer may terminate the Merger
Agreement if the Merger has not occurred on or before October 25,
2017 or if the stockholders of the Company do not adopt the
Merger Agreement and approve the Merger at the special meeting.
The Merger Agreement further provides that upon termination of
the Merger Agreement under specified circumstances, including
termination by the Company to accept and enter into a definitive
agreement with respect to an unsolicited superior proposal, the
Company will be required to pay a termination fee of $1,500,000
(the Company Termination Fee). A superior proposal is a
bona fide written proposal made by a third party involving the
direct or indirect acquisition to a tender offer, exchange offer,
merger, consolidation or other business combination, of all or
substantially all of the Companys consolidated assets or a
majority of the outstanding Company Common Stock, that the
Companys board of directors determines in good faith (after
consultation with outside legal counsel and financial advisors)
is more favorable from a financial point of view to the holders
of Company Common Stock than the transactions contemplated by the
Merger Agreement, taking into account (a) all financial
considerations, (b) the identity of the third party making the
superior proposal, (c) the anticipated timing, conditions
(including any financing condition or the reliability of any debt
or equity funding commitments) and prospects for completion of
such superior proposal, (d) the other terms and conditions of
such superior proposal and the implications thereof on the
Company, including relevant legal, regulatory and other aspects
of such superior proposal deemed relevant by the Company Board
and (e) any revisions to the terms of the Merger Agreement and
the Merger proposed by Buyer after receipt of the superior
proposal. Any such termination of the Merger Agreement by the
Company is subject to certain conditions, including the Companys
compliance with certain notice and other procedures set forth in
the Merger Agreement, the entrance into a definitive agreement by
the Company with a third party with respect to such alternative
business combination transaction and payment of the Company
Termination Fee by the Company to Buyer.
Under the terms of the Merger Agreement, the directors and
officers of Merger Sub, in each case, immediately prior to the
effective time of the Merger will, from and after the effective
time, be appointed as the directors and officers, respectively,
of the Surviving Corporation until their successors are duly
elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with the certificate of
incorporation and bylaws of the Surviving Corporation.
The board of directors of the Company and a special committee of
disinterested directors of the board of directors of the Company,
among other things, (i) declared the Merger Agreement, the Merger
and the other transactions contemplated by the Merger Agreement
fair to and in the best interests of the Company and its
stockholders, (ii) approved and declared advisable the Merger
Agreement, the Merger and the other transactions contemplated by
the Merger Agreement, (iii) recommended that the Companys
stockholders approve the Merger and adopt the Merger Agreement
and (iv) directed that the approval of the Merger and the
adoption of the Merger Agreement be submitted to the stockholders
of the Company.
Amplexor International S.A., the direct or indirect owner of all
of the equity interests of Buyer and the Merger Sub has
guaranteed all obligations and liabilities of any nature of Buyer
under the Merger Agreement.
The foregoing summary of the material terms of the Merger
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is filed as
Exhibit 2.1 hereto and which is incorporated herein by reference.
The Merger Agreement has been provided solely to inform investors
of its terms. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of
such agreement and as of specific dates, were made solely for the
benefit of the parties to the Merger Agreement, and are intended
not as statements of fact, but rather as a way of allocating risk
to one of the parties if those statements prove to be inaccurate.
In addition, the representations, warranties and covenants in the
Merger Agreement may have been qualified by disclosures not
reflected in the text of the Merger Agreement and may apply
standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in,
the Company. Investors are not third-party beneficiaries under
the Merger Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the Company, Buyer, Merger Sub or any of their respective
subsidiaries or affiliates.
Additional Information and Where to Find It
In connection with the transaction, the Company expects to file
with the Securities Exchange Commission (the SEC), and mail to
stockholders, a proxy statement on Schedule 14A inviting
stockholders to a special meeting to, among other things,
consider and vote on a proposal to adopt the Merger Agreement and
approve the Merger. Stockholders are urged to carefully
read these materials (and any amendments or supplements) and any
other relevant documents that Sajan, Inc. files with the SEC when
they become available because they will contain important
information. These materials will be made available free
of charge on the Companys website at
www.sajan.com/company/investor-relations/ when available. In
addition, all of these materials (and all other materials filed
by the Company with the SEC) will be available at no charge from
the SEC through its website at www.sec.gov. Stockholders may also
obtain free copies of the documents filed by the Company with the
SEC by contacting the Companys Corporate Secretary, Thomas P.
Skiba, by mail at Sajan, Inc., 625 Whitetail Boulevard, River
Falls, Wisconsin 54022 or by phone at (715) 426-9505.
Participants in the Solicitation
This Form 8-K is neither a solicitation of a proxy, an offer to
purchase nor a solicitation of an offer to sell shares of the
Company. The Company and its directors, executive officers and
certain other members of management and employees may be deemed
to be participants in soliciting proxies from its stockholders in
connection with the proposed Merger. Information regarding the
Companys directors and executive officers is set forth in the
Companys proxy statement on Schedule 14A filed with the SEC on
April 27, 2016. Information regarding other persons who may,
under the rules of the SEC, be considered to be participants in
the solicitation of the Companys stockholders in connection with
the proposed Merger will be set forth in the proxy statement for
the Companys special stockholder meeting. Additional information
regarding these individuals and Sajans directors and officers and
any direct or indirect interests they may have in the proposed
Merger will be set forth in the definitive proxy statement when
and if it is filed with the SEC in connection with the proposed
Merger.
Forward-Looking Statements
Statements in this current report on Form8-Kregarding the Merger
and other transactions contemplated by the Merger Agreement, the
expected timetable for completing the Merger and other
transactions contemplated by the Merger Agreement, and any other
statements by management of the Company concerning future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements. Generally, forward-looking statements
include expressed expectations, estimates and projections of
future events and financial performance and the assumptions on
which these expressed expectations, estimates and projections are
based. Statements that are not historical facts, including
statements about the beliefs and expectations of the parties and
their management are forward-looking statements. All
forward-looking statements are inherently uncertain as they are
based on various expectations and assumptions about future
events, and they are subject to known and unknown risks and
uncertainties and other factors that can cause actual events and
results to differ materially from historical results and those
projected. Risks and uncertainties include the satisfaction of
closing conditions for the acquisition, including the receipt of
affirmative votes of holders of a majority of the issued and
outstanding shares of Company Common Stock approving the Merger
and adopting the Merger Agreement, and the possibility that the
Merger will not be completed, or if completed, not completed on a
timely basis.
The Company cannot give any assurance that any of the
transactions contemplated by the Merger Agreement will be
completed or that the conditions to the Merger will be satisfied.
A further list and description of additional business risks,
uncertainties and other factors can be found in the Companys
annual report on Form10-Kfor the fiscal year ended December 31,
2016, as well as other Company SEC filings. Copies of these
filings, as well as subsequent filings, are available online at
www.sec.gov and www.sajan.com. Many of the factors that will
determine the outcome of the subject matter of this communication
are beyond the Companys ability to control or predict. The
Company does not undertake any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
| Item 8.01. | Other Events. |
On April 26, 2017, the Company issued a press release announcing
that it entered into the Merger Agreement. A copy of the press
release is included with this current report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 2.1 |
Agreement and Plan of Merger dated April 25, 2017 by and among Sajan, Inc., Amplexor USA Inc., and Amplexor Falcon, Inc.* |
| 99.1 | Press Release issued by Sajan, Inc. dated April 26, 2017. |
| * |
Certain schedules and exhibits to this agreement have been omitted to Item 601(b)(2) of Regulation S-K.Sajan, Inc. agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| SAJAN, INC. | |
| By: /s/ Thomas P. Skiba | |
| Thomas P. Skiba, Chief Financial Officer | |
| Date: April 26, 2017 |
SAJAN, INC.
FORM 8-K CURRENT REPORT
INDEX TO EXHIBITS
| Exhibit No. | Description |
| 2.1 |
Agreement and Plan of Merger dated April 25, 2017 by and among Sajan, Inc., Amplexor USA Inc., and Amplexor Falcon, Inc.* |
| 99.1 | Press Release issued by Sajan, Inc. dated April 26, 2017. |
| * |
Certain schedules and exhibits to this agreement have been omitted |
About Sajan, Inc. (NASDAQ:SAJA)
Sajan, Inc. (Sajan) is a provider of language translation solutions. The Company provides language translation services and technology solutions to companies located throughout the world, particularly in the technology, consumer products, medical and life sciences, financial services, manufacturing and retail industries. The Company’s customers use its solutions to translate sales and marketing materials, packaging, user manuals, technical support and training documents, product manuals, instructions, warnings and other product information into various languages. The Transplicity platform not only incorporates modernized technological capabilities, but also provides a personalizable user interface. SiteSync is a technology component that automates global Website translation and ongoing management. Its services also include machine translation solutions, multilingual search engine optimization, linguistic quality assessment, internationalization assessments and interpretation. Sajan, Inc. (NASDAQ:SAJA) Recent Trading Information
Sajan, Inc. (NASDAQ:SAJA) closed its last trading session up +1.71 at 5.70 with 12,997 shares trading hands.