To Increase Value

Saba Software Acquires Halogen Software

Redwood Shores, CA (USA) / Ottawa, ON (CA), March 2017 - Saba Software Inc., a global supplier of cloud-based talent-management solutions, and Halogen Software Inc., a worldwide provider of cloud-based performance-management solutions, have 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 they will increase value to the customers they serve with the strength, size, and scale to deliver rapid innovations in talent management.

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’s 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 twenty 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."

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.