ARLINGTON, Va., Feb. 10, 2017 /PRNewswire/ -- CEB Inc.
(NYSE: CEB), a best practice insight and technology company,
today announced the expiration of the 35-day "go-shop" period under
the merger agreement between CEB and Gartner, Inc. (NYSE: IT) that
was previously announced on January 5, 2017.
During the go-shop period, as permitted by the terms of the
merger agreement, CEB and its representatives actively solicited 54
corporate parties and 23 financial sponsors, for a total of 77
potential buyers, which resulted in one party negotiating and
entering into a confidentiality agreement with CEB. None of the
parties contacted during the go-shop period provided CEB with an
alternative acquisition proposal.
The 35-day "go-shop" period ended at 11:59 p.m. Eastern
time on February 9, 2017, and thereafter, pursuant to the
merger agreement, CEB became subject to customary "no shop"
provisions that limit its and its representatives' ability to
solicit alternative acquisition proposals from third parties or to
provide confidential information to third parties, subject to
customary "fiduciary out" provisions.
The acquisition is anticipated to be completed in the first half
of 2017 following the satisfaction of customary closing conditions,
including receipt of CEB shareholder approval.
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 nearly 90% of the Fortune 500 and FTSE 100, 80%
of the JSE, and more than 70% of the Dow Jones Asian Titans. More
at www.cebglobal.com.
About Gartner
Gartner, Inc. (NYSE) is the world's leading information
technology research and advisory company. We deliver the
technology-related insight necessary for our clients to make the
right decisions, every day. From CIOs and senior information
technology (IT) leaders in corporations and government agencies, to
business leaders in high-tech and telecom enterprises and
professional services firms, to supply chain professionals, digital
marketing professionals and technology investors, we are the
valuable partner to clients in more than 10,000 distinct
enterprises. We work with clients to research, analyze and
interpret the business of IT within the context of their individual
roles. Gartner is headquartered in Stamford, Connecticut, U.S.A., and has almost
9,000 associates, including 1,900 research analysts and
consultants, operating in more than 90 countries. For more
information, visit www.gartner.com.
Cautionary Note Regarding Forward-Looking Statements
This communication 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. Forward-looking
statements may 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. CEB's
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:
- failure of CEB's stockholders to adopt the merger agreement or
that the companies will otherwise be unable to consummate the
merger on the terms set forth in the merger agreement;
- the risk that the businesses will not be integrated
successfully;
- the risk that synergies will not be realized or realized to the
extent anticipated;
- uncertainty as to the market value of the Gartner merger
consideration to be paid in the merger;
- the risk that required governmental approvals of the merger
will not be obtained;
- the risk that Gartner following this transaction will not
realize its financing or operating strategies;
- litigation in respect of either CEB or the merger; and
- disruption from the merger making it more difficult to maintain
certain strategic relationships.
The forward-looking statements contained in communication are
also subject to other risks and uncertainties, including those more
fully described in our filings with the Securities and Exchange
Commission ("SEC"), including CEB's Annual Report on Form 10-K for
the year ended December 31, 2015,
which was filed with the Securities and Exchange Commission on
February 29, 2016 and those discussed
in "Risk Factors" in the S-4 filed by Gartner with the SEC on
February 6, 2017 and in the documents
which are incorporated by reference therein. The
forward-looking statements in this press release are based on
information available to CEB as of the date hereof, and CEB
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 CEB. In connection with
the proposed transaction, Gartner filed with the SEC a Registration
Statement on Form S-4 on February 6,
2017 that includes the preliminary proxy statement of CEB
and that also constitutes a preliminary 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 correspondence 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 CEB.
GARTNER AND CEB 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 SEC's website, www.sec.gov.
Copies of documents filed with the SEC by Gartner (when they become
available) may be obtained free of charge on Gartner's 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 CEB (when they become available) may be
obtained free of charge on CEB's website at or by directing a
written request to CEB care of Investor Relations, 1919 North Lynn
Street, Arlington, VA 22209.
Participants in the Merger Solicitation
Each of
Gartner, CEB 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 CEB's stockholders in connection with the proposed
transaction is set forth in the proxy statement/prospectus
described above filed with the SEC. Additional information
regarding Gartner's executive officers and directors is included in
Gartner's definitive proxy statement, which was filed with the SEC
on April 11, 2016. Additional
information regarding CEB's executive officers and directors is
included in CEB's 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/ceb-announces-expiration-of-go-shop-period-under-the-merger-agreement-300405426.html
SOURCE CEB