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IBM to Acquire Kenexa To Bolster Social Business Initiatives

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ARMONK, N.Y. - 27 Aug 2012:  IBM (NYSE: IBM) and Kenexa Corporation (NYSE: KNXA) today announced they have entered into a definitive agreement for IBM to acquire Kenexa, a publicly held company headquartered in Wayne, Pa., in a cash transaction at a price of $46 per share, or at a net price of approximately $1.3 billion.

The acquisition bolsters IBM's leadership in helping clients embrace social business capabilities while gaining actionable insights from the enormous streams of information generated from social networks every day.

Kenexa, a leading provider of recruiting and talent management solutions, brings a unique combination of Cloud-based technology and consulting services that integrates both people and processes, providing solutions to engage a smarter, more effective workforce across their most critical business functions.

Kenexa complements IBM's strategy of bringing relevant data and expertise into the hands of business leaders within every functional department, from sales and marketing to product development and human resources. As a result of this synergy, clients will be able to attract and develop the right skills to build the right teams, for the right projects, the first time.

The adoption of social business technology is supporting the growth of big data and the need for analytics in the enterprise. A recent global IBM study revealed that 57 percent of CEOs identified social business as a top priority and more than 73 percent are making significant investments to draw insights into available data.

The survey also reveals that 70 percent cite human capital as the single biggest contributor to sustained economic value. The combined strengths of IBM and Kenexa are key differentiators at a time when organizations of all sizes are looking to increase workforce efficiencies and gain more insight from their business information.  

Social media has pervaded the lives of consumers, helping them connect with each other in new ways. However, a shift is occurring in the enterprise as business leaders look for ways to generate real value through the use of social technologies to evolve their front-line business operations. According to Forrester Research, the market opportunity for social enterprise apps is expected to grow at a rate of 61 percent through 2016.*

"Every company, across every business operation, is looking to tap into the power of social networking to transform the way they work, collaborate and out innovate their competitors," said Alistair Rennie, general manager, social business, IBM. "IBM is uniquely positioned to help clients generate real returns from their social business investments, while helping them gain intelligence into the data being generated in these networks to be more competitive in their markets."

"The customer is the big winner in all this because the combination of our two organizations will deliver more business outcomes than ever before," said Rudy Karsan, chief executive officer, Kenexa. "Together, Kenexa and IBM will be unmatched in the industry, offering solutions that extend from strategy to the technology platform to the delivery of services for clients."

Today, Kenexa supports more than 8,900 customers across a variety of industries, including financial services, pharmaceuticals, retail and consumer, including more than half of the Fortune 500.

With Kenexa's world-class front-office process solutions, IBM will be able to offer strategic consulting, a social technology platform, and expertise on a global scale to help clients enable a smarter workforce and gain a competitive advantage in any market. By creating a smarter workforce, employees can resolve problems before they arise to improve customer service, drive innovation to bring products and services to market faster, and increase sales by building new skills -- linking the right experts to the right clients.

The Kenexa acquisition will complement IBM's social business and HR business servicesleadership. More than 60 percent of Fortune 100 companies have licensed IBM's solutions for social business. Through its combination of social software, analytics, content management, and deep industry expertise, IBM is uniquely positioned to help organizations capture information, create insights and generate interactions that translate into real business value.

With operations in 21 countries worldwide, Kenexa has approximately 2,800 employees. Consistent with its strategy, IBM plans to continue to support Kenexa clients and enhance Kenexa technologies while allowing these organizations to take advantage of the broader IBM portfolio.

IBM expects the transaction to close in the fourth quarter of 2012, subject to Kenexa shareholder and regulatory approvals and the satisfaction of other customary closing conditions.

About IBM
For more information visit www.ibm.com.

*Source: Social Enterprise Apps Redefine Collaboration," Forrester Research, Inc., November 30, 2011.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed transaction between IBM and Kenexa, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding IBM and Kenexa's future expectations, beliefs, goals, or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties' ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Kenexa's operations into those of IBM; such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Kenexa may be difficult; IBM and Kenexa are subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in IBM's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in its most recent quarterly report filed with the SEC, and Kenexa's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in its most recent quarterly report filed with the SEC. IBM and Kenexa assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Kenexa by IBM. In connection with the proposed acquisition, Kenexa intends to file relevant materials with the SEC, including Kenexa's proxy statement in preliminary and definitive form. SHAREHOLDERS OF KENEXA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING KENEXA'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC's web site, http://www.sec.gov. Documents will also be available for free from Kenexa by contacting Kenexa Investor Relations at (866) 888-8121 or Kenexa IR InvestorRelations@kenexa.com. Such documents are not currently available.

Participants in Solicitation

IBM and its directors and executive officers, and Kenexa and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Kenexa common shares in respect of the proposed transaction. Information about the directors and executive officers of IBM is set forth in the proxy statement for IBM's 2012 Annual Meeting of Stockholders, which was filed with the SEC on March 12, 2012. Information about the directors and executive officers of Kenexa is set forth in the proxy statement for Kenexa's 2012 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2012. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the acquisition when it becomes available.

Press release:

BMC Software Acquires VaraLogix to Fuel Fast Application Deployment

BMC extends its leadership in DevOps via Enhanced Application Release Automation

HOUSTON, August 8, 2012 – BMC Software (NASDAQ: BMC) today announced it has acquired VaraLogix, a proven application release automation provider. With this acquisition, BMC is expanding its DevOps portfolio to make it easier for IT to more quickly and efficiently deliver cutting-edge applications with fewer outages, lower risk and higher return on investment.

The volume of software applications and updates continues to grow exponentially, promising new capabilities that can put a company ahead of its competition. However, deploying applications continues to present major challenges to companies of all sizes. The implications are enormous, because failed deployments can wreak havoc in terms of cost and efficiency. 

Traditionally, application deployments have been plagued with complex technical issues that result in deployment errors and failures. Often times, advanced application specialists are required throughout the deployment process, taking them away from their priority duty of building new, differentiated applications. The combination of BMC and VaraLogix technologies provides an abstraction layer that allows IT teams to deploy applications regardless of programming experience.

“We intend to implement VaraLogix Q to create a flexible and fast environment, allowing us to release changes to our production environments on a timely, efficient basis,” said James Obukhovsky, IT director, Infrastructure and Operations for Wet Seal, Inc. “We will seek to use this technology to impact our customer experience and sales in a positive manner.”

VaraLogix is the only solution specifically built to automate business-critical, multi-tier application deployment and configuration management. It will be integrated into the new BMC Release Lifecycle Management offering that will deliver:

·         Improvements in process management for continuous integration and delivery

·         Intelligent packaging for multi-technology, multi-tier applications

·         Open deployment management leveraging existing automation agents

·         Basic environment management for correct application configurations

“BMC has always had an innovative, intelligent approach to DevOps. By making visible what was previously invisible in the complex application release process, our technology gives customers an unprecedented ability to define, implement, monitor, assess and continually improve the application release process in an agile way,” said BMC’s John J. Balena, general manager, DevOps Solutions. “With today’s announcement, we are advancing our application automation suite and addressing an acute industry need for application release automation that works at the speed of today’s business.”

For more information about BMC and VaraLogix, please visit:

·         BMC Application Performance Management

·         Follow BMC on Twitter

Business Runs on IT. IT Runs on BMC Software.

Business runs better when IT runs at its best. That's why more than 20,000 IT organizations – from the Global 100 to the smallest businesses – in over 120 countries rely on BMC Software (NASDAQ: BMC) to manage their business services and applications across distributed, mainframe, virtual and cloud environments. With the leading Business Service Management platform, Cloud Management, and the industry’s broadest choice of IT management solutions, BMC helps customers cut costs, reduce risk and achieve business objectives. For the four fiscal quarters ended June 30, 2012, BMC revenue was approximately $2.2 billion.

Avnet, Inc. Announces Agreement to Acquire Ascendant Technology

March 26, 2012 - Avnet, Inc. Announces Agreement to Acquire Ascendant Technology

Significantly Expands Professional Services Capabilities and Resources

PHOENIX -- Avnet, Inc. (NYSE: AVT) announced today that it has agreed to acquire Ascendant Technology LLC, a leading international IT consulting firm with operating units in North America, Europe, Brazil and India. 

Ascendant Technology specializes in developing end-to-end IBM solutions that help organizations optimize their information technology investment and achieve business results. As a trusted advisor in the definition and design of strategic software applications, Ascendant has helped businesses large and small develop and deploy e-Commerce, enterprise portal and collaboration, web content management, infrastructure automation and cloud computing solutions. The company generated revenue of approximately US$90 million in the 2011 calendar year.

"Avnet's acquisition of Ascendant Technology is expected to accelerate our global solutions distribution model," said Phil Gallagher, global president, Avnet Technology Solutions. "It supports our strategic focus on enhancing our services and software capabilities to drive growth for our suppliers and value-added resellers. Because of Ascendant's international footprint, Avnet's ability to identify new services and solution business opportunities for our partners will greatly expand."

Founded in 2003, Ascendant Technology has more than 500 business and technical professionals that help partners and clients design and deliver IT solutions that achieve business results in less time, with reduced risk and expense. By utilizing Ascendant's proprietary IDEA™ (Insight Driven Engineering Approach) Solutions Framework, organizations can bridge the gap between business objectives and technical execution to deliver improved performance and exceptional web experiences.

Jeff Bawol, president, Avnet Technology Solutions, Americas, adds, "Ascendant Technology's expertise in services delivery, complemented by their software offerings, aligns with Avnet's strategy to provide our business partners with the support they need to succeed in high growth vertical markets. Avnet partners primarily focused on providing infrastructure solutions will now be able to leverage their distributor relationship to expand the overall business value they can offer to their customers. Our unique SolutionsPath® value proposition, which prepares and enables our business partners to deliver complete hardware, software and service solutions to their customers using a vertical market focus, will be further supported by Ascendant's expertise in software application integration and services support."

This acquisition, which is subject to customary closing conditions, is expected to close in the next 45 days and will be integrated into the operations of Avnet Technology Solutions.

ACI Worldwide Delivers Industry’s Most Powerful Retail Payments Solution with Newest Release of BASE24-eps

Latest Version Expands Offering and Enhances Market-leading, Multi-channel Payment Processing Platform

Tuesday, March 20, 2012

(New York, N.Y. – March 20, 2012) – ACI Worldwide (Nasdaq: ACIW), a leading international provider of payments systems, today announced the availability of the latest version of BASE24-eps®, its integrated payment solution for acquiring, authenticating, switching, and authorizing financial transactions across multiple channels. Drawing on more than 35 years of experience in payments software, BASE24-eps 11.1 demonstrates ACI’s continued commitment to its flagship solution for retail banks, ATM and POS transaction processors and merchant acquirers worldwide.

BASE24-eps 11.1 extends ACI’s market leadership in supporting the global payments market with new connections to support local payment schemes and device types.  Among other benefits, the new version is designed to lower customers’ total cost of ownership while expanding choice, through its enhanced multi-platform architecture that supports various deployment options.  

David Morem, Executive Vice President, Global Products and Maintenance , ACI Worldwide said, “We’re extremely proud of the progress and latest improvements we’ve made with BASE24-eps. The product is now proven in some of the largest environments across a wide range of payment applications, delivering business flexibility without compromising the reliability, scalability and performance our customers expect.”

“In this age of rapid competitive, regulatory and technological changes, the payments business demands increasing flexibility,” notes Rick Oglesby, Senior Analyst, Aite Group.  “With BASE24-eps, ACI has made a significant investment in their payments platform in order to enable users to adapt rapidly to changing conditions domestically and across the global marketplace.”

Customers rely on BASE24-eps for performance and platform flexibility
“BASE24-eps is a proven, scalable solution enabling us to provide our customers with continuous product compliance with regulatory mandates, and adaptability for new market trends. BASE24-eps is recognised for its combination of reliability and flexibility and we are confident this will help us grow our business,” said Yves Perrachon, Head of Operations at Cedicam, the Crédit Agricole Group’s payments platform. “We look forward to the increased support for various platforms and interfaces in this latest release.”

“We are happy to see ACI continue to advance BASE24-eps in support of our payment needs,” said Ray Zapata, Senior Vice President, Frost Bank, one of the largest banks headquartered in Texas.  “BASE24-eps has set a high standard for performance, and we are pleased to take advantage of its platform flexibility.  We look forward to taking advantage of the new capabilities in this latest release.”

Key new features of BASE24-eps 11.1 include:

Flexibility with new platform and technology options – BASE24-eps 11.1 includes new support for DB2® on IBM System p®, which gives customers greater flexibility in their choice of platform and infrastructure, and enables them to leverage existing investments in technology and support resources.

Expanded global capabilities for ATM and POS acquiring – BASE24-eps 11.1 includes new support for NCR’s newest NDC standard message interface, extends EMV and key management support, and adds a new POS ISO acquiring interface. These capabilities enable customers to offer new features and services that increase revenues, through added transaction acquiring and processing flexibility. 

Regional enablement and new endpoints  – BASE24-eps 11.1 now supports 40 global and regional networks and provides enhanced EMV acquiring and key management support. 

BASE24 ® to BASE24-eps migration tools – BASE24-eps 11.1 offers enhanced data conversion support and enhanced ISO Host (1987) Interface features to further enable phased migrations from BASE24 to BASE24-eps.

BASE24-eps 11.1 is available immediately.  BASE24-eps continues to serve as ACI’s flagship solution for serving the most complex global payments needs.  BASE24-eps was named the “Most Innovative Financial Services Solution” at the 2011 Financial World Innovation Awards in December 2011.  

For more information visit: www.aciworldwide.com

About ACI Worldwide
ACI Worldwide powers electronic payments and banking for nearly 1700 financial institutions, retailers and processors around the world. Through our integrated suite of software products and hosted services, we deliver a broad range of solutions for electronic payments, transaction banking, mobile, branch, and voice banking, fraud detection and trade finance. To learn more about ACI and understand why we are trusted globally, please visitwww.aciworldwide.com. You can also find us onwww.paymentsinsights.com or on Twitter  @ACI_Worldwide.

Nuance to Acquire Transcend

Nuance to Acquire Transcend


Accretive Transaction to Accelerate Adoption of Nuance Healthcare Solutions by Small- to Mid-Sized Hospital Market, Bring Strong Customer Base and Recurring Revenue

With Transcend, Nuance will accelerate access to and expand its customer base within the small- to mid-size hospital market, which comprises approximately 90 percent of hospitals in the U.S. and increasingly demands cost effective, voice-enabled, clinical documentation solutions to achieve Meaningful Use and the transition to ICD-10. With Nuance’s voice-enabled and Clinical Language Understanding technologies and deep electronic health record (EHR) integration, combined with Transcend’s high-quality transcription and editing services, hospitals can make clinical documentation and workflow more productive and cost efficient and extract greater value from clinical information.

“The acquisition of Transcend will expand the delivery of our innovative voice and Clinical Language Understanding solutions especially to small- and mid-size hospitals,” said Janet Dillione, executive vice president and general manager of Nuance’s Healthcare business. “With Transcend, we will drive change and improvement to the way these hospitals capture and leverage clinical information. The acquisition is a natural extension of Nuance’s existing healthcare business, and will strengthen our solution and services portfolio, as well as enhance our profitability.”

Nuance has agreed to acquire Transcend through a cash tender offer of $29.50 per Transcend share, representing an approximately 30 percent premium over Transcend’s 90-day volume weighted average share price. The transaction has been unanimously approved by the board of directors of each company. Based on Transcend’s 11.1 million diluted weighted average shares outstanding as of December 31, 2011, the acquisition is valued at approximately $300 million, net of Transcend’s estimated cash at closing. The transaction is expected to close in the second half of Nuance’s fiscal 2012, subject to regulatory approval and other conditions.

Nuance expects the acquisition in fiscal 2013 to add between $140 million and $150 million in revenue; non-GAAP earnings between $0.08 and $0.09 per share; and, GAAP earnings between $0.02 and $0.03 per share. See “Discussion of Non-GAAP Financial Measures” below for further information.

The addition of Transcend brings many advantages and synergies to:

• Accelerate Growth within the Small- to Mid-Size Hospital Market – Transcend brings operational excellence and customer satisfaction, as well as a leading position with national Group Purchasing Organizations (GPOs) particularly within the small- to mid-size hospital market. Greater access to these organizations will expand the delivery of Nuance’s voice-driven and Clinical Language Understanding solutions in this segment and in turn will contribute growing revenue streams for Nuance’s healthcare business.
• Strengthen Services for Healthcare Organizations – With Transcend, Nuance will gain additional medical transcription and editing capacity for its healthcare offerings. Together, the combined organization will help a broader set of healthcare organizations achieve cost effective, efficient clinical documentation workflow.
• Drive Recurring Revenue and Enhance Profitability – The acquisition of Transcend is a natural extension of Nuance’s existing healthcare business that affords a stable, recurring revenue stream from its strong customer base and will enhance profitability within the division.

“Nuance recognized Transcend’s services experience and excellence and saw real benefit in adding Transcend’s employees and management team to its healthcare business,” said Larry G. Gerdes, CEO of Transcend. “Both Nuance and Transcend share a vision to reduce healthcare costs through technology and increased efficiencies. The strength of the combined organization will truly benefit the industry and we look forward to providing Transcend customers access to Nuance’s leading HIT technology.”

Key members of the Transcend management team will play integral roles in strengthening Nuance’s position in the healthcare industry, including Susan McGrogan, Transcend’s president and chief operating officer, and Lance Cornell, Transcend’s chief financial officer.

The tender offer is expected to commence on or before March 20, 2012. The offer will be open for a period of not less than 20 business days from its commencement and will be conditioned upon valid acceptances of the offer in respect of shares representing at least a majority of the outstanding Transcend shares on a fully diluted basis as well as other closing conditions, including receipt of required regulatory approval. The tender offer will be followed by a merger in which each Transcend share not acquired in the tender offer will be converted into the right to receive $29.50 per share in cash, without interest. The transaction will be financed through cash on hand at Nuance.

Transcend Services, Inc.
Transcend Services, Inc. (NASDAQ: TRCR) provides premium quality transcription and clinical documentation services to the healthcare industry. Its services encompass a wide range of solutions - people, products and processes - designed to turn medical dictation into meaningful electronic documents. Transcend provides its clients with exceptional quality, turnaround time and service so that they can focus on what matters most – their patients.  For more information, visitwww.Transcendservices.com .

Nuance Healthcare 
Nuance Healthcare, a division of Nuance Communications, is the market leader in providing clinical understanding solutions that accurately capture and transform the patient story into meaningful, actionable information.  Thousands of hospitals, providers and payers worldwide trust Nuance voice-enabled clinical documentation and analytics solutions to facilitate smarter, more efficient decisions across the healthcare enterprise.  These solutions are proven to increase clinician satisfaction and HIT adoption, supporting organizations to achieve Meaningful Use of EHR systems and transform to the accountable care model.  Recognized as “Best-in-KLAS” 2004-2011 for Speech Recognition we invite you to learn more, http://www.nuance.com/for-healthcare/index.htm.

Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is a leading provider of voice and language solutions for businesses and consumers around the world.  Its technologies, applications and services make the user experience more compelling by transforming the way people interact with devices and systems. Every day, millions of users and thousands of businesses experience Nuance’s proven applications.  For more information, please visit www.nuance.com.