Ultimate Software Announces Expiration of “Go-Shop” Period Under Merger Agreement
March 26 2019 - 9:00AM
Business Wire
The Ultimate Software Group, Inc. (NASDAQ: ULTI) (“Ultimate”), a
leading global provider of human capital management (HCM) solutions
in the cloud, today announced the expiration, as of 11:59 p.m.
Eastern Time, on March 25, 2019, of the 50-day “go-shop” period
under the previously announced Agreement and Plan of Merger, dated
as of February 3, 2019, which provides for Ultimate to be acquired
by an investor group led by Hellman & Friedman (“H&F”) in
an all-cash transaction for $331.50 per share. At the direction of
Ultimate’s board of directors, during the go-shop period, Ultimate
and its financial advisor solicited and responded to inquiries
relating to the proposed merger and alternative acquisition
proposals from 22 parties. During such time, three parties executed
non-disclosure agreements with Ultimate and were offered access to
certain members of Ultimate’s senior management and were provided
access to certain non-public information regarding Ultimate. During
the go-shop period, no alternative acquisition proposals were
received by Ultimate. Following the expiration of the go-shop
period, Ultimate became subject to customary no-shop restrictions
that limit its and its representatives’ ability to solicit
alternative acquisition proposals from third parties, subject to
customary “fiduciary out” provisions.
The proposed merger is expected to close during the second
calendar quarter of 2019, subject to customary closing conditions
including Ultimate stockholder approval and regulatory
approvals.
About Ultimate Software
Ultimate Software is a leading global provider of cloud-based
human capital management and employee experience solutions, with
more than 48 million people records in the cloud. Our award-winning
UltiPro delivers HR, payroll, talent, and time and labor
management, as well as HR service delivery solutions. Founded in
1990, Ultimate is headquartered in Weston, Florida, and employs
more than 5,100 professionals. In 2019, Fortune magazine and Great
Place to Work ranked Ultimate #1 on their Best Workplaces in
Technology list, in the “Large Companies” category, Ultimate’s
fourth consecutive year to top the list. In 2018, Fortune ranked
Ultimate #3 on its prestigious 100 Best Companies to Work
For list, our seventh consecutive year in the top 25; #1 on
its 100 Best Workplaces for Women list; and #1 on its 100
Best Workplaces for Millennials list, our second year at the
top. Customer Sales and Service World Awards also recognized
Ultimate’s Services team as the #1 Customer Service Department
of the Year in 2018 for companies with 2,500 employees or
larger across diverse industries. Ultimate has more than 5,600
customers worldwide, including Bloomin’ Brands, Culligan
International, Feeding America, Red Roof Inn, SUBWAY, Texas
Roadhouse, and Yamaha Corporation of America. More information on
Ultimate’s products and services can be found at
www.ultimatesoftware.com.
Additional Information and Where to Find
It
This communication relates to the proposed merger involving
Ultimate Software. In connection with the proposed merger, Ultimate
Software filed a preliminary proxy statement with the SEC on March
11, 2019 and will file a definitive proxy statement with the SEC
(the “Proxy Statement”). Ultimate Software will also file any other
relevant materials with the SEC. This communication is not a
substitute for the Proxy Statement or any other document that
Ultimate Software may file with the SEC or send to its stockholders
in connection with the proposed merger. BEFORE MAKING ANY VOTING
DECISION, STOCKHOLDERS OF ULTIMATE SOFTWARE ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT, WHEN THEY BECOME AVAILABLE AND AS THEY MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security
holders will be able to obtain the documents (when available) free
of charge at the SEC’s website, www.sec.gov, and the Company’s
website, www.ultimatesoftware.com. In addition, the documents (when
available) may be obtained free of charge by directing a request to
Mitch Dauerman by email at mitch_dauerman@ultimatesoftware.com or
by calling 954-331-7069.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of Ultimate Software common stock in respect of the
proposed merger. Information about the directors and executive
officers of Ultimate Software is set forth in the Proxy Statement,
and in other documents filed by Ultimate Software with the SEC.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
Proxy Statement and may be contained in any other relevant
materials to be filed with the SEC in respect of the proposed
merger when they become available.
Cautionary Statements Regarding
Forward-Looking Information
Certain statements contained in this communication may
constitute “forward-looking statements.” These forward-looking
statements may be identified by terms such as “plan to,” “designed
to,” “allow,” “will,” “can,” “expect,” “estimates,” “believes,”
“intends,” “may,” “continues,” “to be” or the negative of these
terms, and similar expressions intended to identify forward-looking
statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements to differ materially
from those expressed or implied by such forward-looking statements,
and reported results should not be considered as an indication of
future performance. These risks, uncertainties and other factors
include, but are not limited to, risks related to the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement; the failure to obtain Ultimate
Software stockholder approval of the proposed merger or the failure
to satisfy any of the other conditions to the completion of the
proposed merger; the effect of the announcement of the proposed
merger on the ability of Ultimate Software to retain and hire key
personnel and maintain relationships with its clients, providers,
partners and others with whom it does business, or on its operating
results and businesses generally; risks associated with the
disruption of management’s attention from ongoing business
operations due to the proposed merger; the ability to meet
expectations regarding the timing and completion of the proposed
merger; and other factors described in the Company’s Form 10-K for
the year ended December 31, 2018, as filed with the SEC, and in
other reports filed by the Company with the SEC from time to time.
You are cautioned not to unduly rely on these forward-looking
statements, which speak only as of the date of this communication.
Unless required by law, Ultimate Software undertakes no obligation
to publicly revise any forward-looking statement to reflect
circumstances or events after the date of this communication or to
report the occurrence of unanticipated events.
UltiPro is a registered trademark of The Ultimate Software
Group, Inc. All other trademarks referenced are the property of
their respective owners.
Follow Ultimate Software on Twitter:
www.twitter.com/UltimateHCM and on LinkedIn:
https://ulti.pro/LinkedIn
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version on businesswire.com: https://www.businesswire.com/news/home/20190326005584/en/
Mitchell K. DauermanUltimate SoftwarePhone:
954-331-7069mitch_dauerman@ultimatesoftware.com
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