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EX-2.1 - SHARE PURCHASE AGREEMENT - TALEO CORPdex21.htm
EX-99.1 - PRESS RELEASE - TALEO CORPdex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 21, 2011

 

 

TALEO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

DELAWARE

(State or Other Jurisdiction

of Incorporation)

 

000-51299   52-2190418

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4140 Dublin Boulevard, Suite 400, Dublin, CA 94568

(Address of Principal Executive Offices) (Zip Code)

(925) 452-3000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 21, 2011, Taleo (UK) Limited (“Taleo UK”), an entity organized and existing under the laws of England and Wales and an indirect, wholly-owned subsidiary of Taleo Corporation (“Taleo”) entered into a Share Purchase Agreement (the “Agreement”) with JobPartners Limited (“JobPartners”), the shareholders of JobPartners, and Partech International Partners SAS as Shareholder Representative (“Shareholder Representative”). The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, Taleo UK will acquire 100% of the issued and outstanding shares of capital stock of JobPartners (the “Acquisition”).

Pursuant to the Agreement, Taleo UK will pay €26,000,000 in cash, subject to certain adjustments for (a) cash on hand, (b) working capital and (c) certain third party expenses, in exchange for all of the issued and outstanding capital stock of JobPartners. Fifteen percent of the consideration (the “Escrow Amount”) will be placed into escrow following the closing of the Acquisition to be held as security for losses incurred by Taleo UK in the event of certain breaches of the representations, warranties and covenants contained in the Agreement. Subject to any claims that may be asserted against the Escrow Amount, the Escrow Amount will be released to the Shareholder Representative in two tiers, at 12 and 18 months following the closing of the Acquisition. Taleo UK will not assume any options or warrants to acquire JobPartners common shares. All options and warrants to acquire JobPartners common shares will be cancelled.

The Acquisition has been approved by the boards of directors of Taleo, Taleo UK and JobPartners, and is subject to customary closing conditions. The Agreement contains certain termination rights for both Taleo UK and the Shareholder Representative.

The foregoing description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

 

ITEM 8.01 OTHER EVENTS

On June 21, 2011, Taleo issued a press release announcing that it entered into a definitive agreement to acquire JobPartners. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit No.

  

Description

  2.1

   Share Purchase Agreement dated June 21, 2011, by and among Taleo (UK) Limited, JobPartners Limited, the shareholders of JobPartners Limited and Partech International Partners SAS as Shareholder Representative

99.1

   Press release dated June 21, 2011


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TALEO CORPORATION
By:  

    /s/ DOUGLAS C. JEFFRIES

  Douglas C. Jeffries
  Executive Vice President and Chief Financial Officer

Dated: June 21, 2011


EXHIBIT INDEX

 

Exhibit No.

  

Description

  2.1

   Share Purchase Agreement dated June 21, 2011, by and among Taleo (UK) Limited, JobPartners Limited, the shareholders of JobPartners Limited and Partech International Partners SAS as Shareholder Representative

99.1

   Press release dated June 21, 2011