Pegasystems Announces Regulatory Clearance for its Planned Acquisition of Chordiant Software
CAMBRIDGE, Mass., March 31, 2010 — Pegasystems Inc. (NASDAQ: PEGA), the leader in business process management (BPM) software solutions, today announced the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to its previously announced planned acquisition of Chordiant Software, Inc. (NASDAQ: CHRD), a leading provider of customer relationship management (CRM) software and services.
On March 24, 2010, Pegasystems, through its wholly owned subsidiary, Maple Leaf Acquisition Corp., initiated a cash tender offer to purchase all outstanding shares of Chordiant’s common stock at a price of $5.00 per share. The tender offer will expire at midnight on April 20, 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). Termination of the waiting period under the Hart-Scott-Rodino Act satisfies one of the conditions to the tender offer. The completion of the tender offer is also conditioned on the tender of a majority of the outstanding shares of Chordiant’s common stock and the satisfaction of other customary closing conditions.
Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding completion of the acquisition. Factors that could cause actual results to differ materially include the following: the risk that the transaction will not close or that closing will be delayed; the risk that Pegasystems’ business will suffer due to uncertainty related to the transaction; difficulties encountered in integrating merged businesses. Further information on potential factors that could affect Pegasystems’ business and financial results are included Pegasystems’ filings with the SEC, including Pegasystems’ report on Form 10-K for the year ended December 31, 2009, which are on file with the SEC. There can be no assurance that the acquisition or any other transaction will be consummated.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Pegasystems and Purchaser with the SEC on March 24, 2010, as amended. In addition, Chordiant filed a Solicitation/Recommendation Statement on Schedule 14D-9 on March 24, 2010, as amended, with the SEC related to the tender offer. The Tender Offer Statement (and related materials) and the Solicitation/ Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained at no charge upon request to Innisfree M&A Incorporated, the information agent for the tender offer, at 501 Madison Avenue, 20th floor, New York, New York, 10022, or by calling toll free at (888) 750-5834. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.
Pegasystems (NASDAQ: PEGA) develops strategic applications for marketing, sales, service, and operations. Pega’s applications streamline critical business operations, connect enterprises to their customers seamlessly in real-time across channels, and adapt to meet rapidly changing requirements. Pega’s Global 3000 customers include many of the world’s most sophisticated and successful enterprises. Pega’s applications, available in the cloud or on-premises, are built on its unified Pega 7 platform, which uses visual tools to easily extend and change applications to meet clients’ strategic business needs. Pega’s clients report that Pega gives them the fastest time to value, extremely rapid deployment, efficient re-use, and global scale. For more information, please visit us at www.pega.com.
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The information contained in this press release is not a commitment, promise, or legal obligation to deliver any material, code or functionality. The development, release and timing of any features or functionality described remains at the sole discretion of Pegasystems, Pegasystems specifically disclaims any liability with respect to this information.
Lisa Pintchman Rogers
VP, Corporate Communications
Director, Corporate Communications
Sr. Manager, Public Relations
Director, Corporate Communications
+44 (0) 118 9651 660
PR & Communications Manager
+44 (0) 118 9398 584
One Rogers St.
Cambridge, MA 02142
Phone +1 617-374-9600
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