Saba Software Announces Agreement to Acquire Halogen Software

Leaders in Learning and Performance Join Forces to Accelerate Innovation in Talent Management

REDWOOD SHORES, Calif. and OTTAWA, Ontario, Feb. 23, 2017 /PRNewswire/ -- Saba Software Inc., a global leader in cloud-based talent management solutions, and Halogen Software Inc. (TSX:HGN), a leading provider of cloud-based performance management solutions, today announced that Saba, Vector Capital and its affiliates, and Michael Slaunwhite, Halogen's co-founder, Executive Chairman and largest shareholder, have entered into a definitive agreement to acquire Halogen.   

The combination of Saba and Halogen, expected to close in the second quarter of 2017, will extend Saba's position as a leading provider of end-to-end SaaS Talent Management solutions. Combined, Saba and Halogen will serve more than 4,000 customers worldwide, and together, increase value to the customers they serve with the strength, size and scale to deliver rapid innovations in talent management.

The combination of these two market leaders is expected to bring together learning and performance in a way not yet realized in the market.

In combination with Saba's robust learning, social and engagement capabilities, Halogen's solutions and expertise in performance management will allow Saba to further accelerate talent innovation. Their combined solutions will enable organizations around the world to transform the employee experience and embrace new workplace dynamics through best-in-market innovations in learning, engagement, and performance. Saba and Halogen together expect to drive enhanced capabilities for their customers with real-time, always-on employee engagement, development, collaboration, coaching, and feedback.

"Saba has a clear vision for the future of talent development and understands the powerful role learning and engagement experiences play in driving individual and business performance," said Pervez Qureshi, CEO of Saba. "Combining Saba's unrivaled learning and engagement capabilities with the proven innovation Halogen brings to performance management, we expect to accelerate delivery against this vision and rapidly create new value for our joint customers. This strong foundation for growth and innovation and our combined expertise will enable Saba to meet the ever-changing workplace needs of people and help organizations more effectively adapt, perform and thrive."

Les Rechan, President and CEO of Halogen commented: "As part of Saba, Halogen's next generation performance vision is expected to accelerate by pairing our deep expertise in performance with the pioneers in continuous learning, collaboration, and engagement. Both Halogen and Saba's cultures share an unwavering focus on customer success. Together, we believe we can deliver on the future of people-centric, team-optimized performance, development, and engagement, and deliver it on a global scale, and with the unrivaled customer experience Halogen is known for."

"We have built Halogen into a market leader in performance management by investing in the talented and innovative team that began here in Ottawa more than 20 years ago," said Michael Slaunwhite, Executive Chairman of Halogen Software. "I look forward to joining forces with Vector Capital and Saba. Together, we have the opportunity to scale faster and lead the way in performance, learning, and engagement and expand our global impact."

News Facts

• Saba, a portfolio company of Vector Capital, to acquire Halogen Software, extending leadership position in talent management in key vertical markets globally
• Combined company's increased size and scale expected to open up new market opportunities and deliver rapid innovation, particularly around a complete talent suite focused on learning, engagement, and performance
• Expected to accelerate the delivery of people-centric talent innovation to meet changing workplace dynamics and the need for transformational employee experiences
• Michael Slaunwhite, Halogen's co-founder, Executive Chairman and largest shareholder, will become the Chairman of the combined company and will be one of its largest independent shareholders

Transaction Details

The transaction will be implemented by way of a statutory plan of arrangement under the Ontario Business Corporations Act and is subject to court approval and the approval of at least two-thirds of the votes cast by holders of Halogen's shares; and by a simple majority of the votes cast by all Halogen shareholders other than Michael Slaunwhite and parties related to him.

The Halogen Board's recommendation of the transaction is the result of the Special Committee's strategic review process that began in the fall of 2016. After significant review of the transaction and alternative proposals, the Special Committee, in consultation with its financial and legal advisors, recommended the transaction to the Board.

In making their respective determinations, the Board and the Special Committee considered, among other factors, a formal valuation from MNP LLP and a fairness opinion from National Bank Financial, to the effect that the cash purchase price of CAD$12.50 per share to be received by the shareholders is fair, from a financial point of view, to the shareholders (other than Michael Slaunwhite).

In connection with the transaction, Michael Slaunwhite (and parties related to him), JMI, and certain other shareholders, directors and officers who together hold in aggregate approximately 12.5 million of the fully-diluted shares or approximately 54% of the fully-diluted shares of Halogen, have entered into voting support agreements with the Vector Group pursuant to which they have agreed to vote all of their shares in favour of the transaction.

Halogen has agreed not to solicit competing acquisition proposals, subject to customary "fiduciary out" provisions, which entitle the Corporation to consider and accept a superior proposal. The agreement also provides for the payment of a termination fee of $10.25 million, and the payment of a reverse termination fee of $20.5 million, in certain circumstances.

Copies of MNP LLP's valuation and National Bank Financial's fairness opinion, and a description of the various factors considered by the Special Committee and the Board of Directors of the Corporation in their determination to approve the transaction, as well as other relevant background information, will be included in the Information Circular to be sent to Halogen's shareholders in advance of the special meeting to vote on the plan of arrangement. Copies of the Information Circular, the arrangement agreement, the plan of arrangement and certain related documents will be filed with the Canadian securities regulators and will be available on SEDAR at www.sedar.com.

About Saba

Saba delivers a cloud-based intelligent talent management and engagement solution used by leading organizations worldwide to hire, develop, engage, and inspire their people. With machine learning at its core, Saba Cloud offers proactive, personalized recommendations on candidates, connections and content to help employees and businesses lead and succeed. It is purpose-built on a 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. For more information, visit http://www.saba.com.

About Halogen Software

Halogen Software (TSX: HGN) offers a cloud-based talent management suite that puts ongoing, next-generation performance management principles at the center of all talent programs, including learning and development, succession planning, recruiting, and compensation. With over 2,100 customers worldwide, the company has been recognized as a market leader by major business analysts and has garnered the highest customer satisfaction ratings in the industry. Halogen's powerful, yet simple-to-use solutions, which also include industry-vertical editions, help organizations win with talent, by aligning their talent and business strategies to deliver exceptional outcomes. For more information, visit: http://www.halogensoftware.com.

About Vector Capital

Vector Capital is a leading global private equity firm specializing in transformational investments in established technology businesses. With $3.3 billion of capital under management, Vector identifies and pursues these investments in both the private and public markets. Vector actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers, and shareholders. For more information, visit http://www.vectorcapital.com.

Important Legal Notice

This announcement is being made for information purposes only and is not intended to be, and must not be taken as, the basis for an investment decision or any investment activity. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Halogen, Saba or Vector Talent Holdings LLC. Forward-looking statements in this announcement are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used herein, words such as "plan", "target", "will", "expect", "anticipate", "estimate", "may", "should", "intend", "believe", and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the parties in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the parties believe are appropriate in the circumstances.

In respect of the forward-looking statements concerning the completion of the transaction, and the anticipated timing for completion of the transaction, Saba and Halogen have provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail Halogen shareholder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the transaction; and other expectations and assumptions concerning the transaction and the operations and Saba and Halogen following completion of the transaction. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing shareholder meeting materials, the inability to secure necessary shareholder, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this announcement.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the transaction include the failure of Halogen to obtain necessary shareholder, court and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward-looking statements and information contained in this announcement are made as of the date hereof and neither Saba nor Halogen undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE Saba Software Inc.

Related Links

https://www.saba.com/us