SPSS Announces Expiration of Hart-Scott-Rodino Waiting Period
September 09 2009 - 4:10PM
Business Wire
SPSS Inc. (Nasdaq: SPSS) today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, in connection with the proposed acquisition of SPSS
Inc. by International Business Machines Corporation (“IBM”).
As previously announced, SPSS entered into an Agreement and Plan
of Merger (the “Merger Agreement”) by and among SPSS, IBM and
Pipestone Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of IBM (“Merger Sub”). Pursuant to the terms of
the Merger Agreement, Merger Sub will merge, upon closing, with and
into SPSS, with SPSS continuing as the surviving corporation (the
“Merger”) as a 100 percent owned subsidiary of IBM.
The expiration of the waiting period satisfies one of the
conditions to the closing of the Merger. Completion of the Merger
remains subject to approval of the stockholders of SPSS and the
satisfaction or waiver of other closing conditions as set forth in
the Merger Agreement. SPSS’ special meeting of stockholders to
consider the Merger Agreement, as earlier announced, is scheduled
for October 2, 2009.
About SPSS Inc.
SPSS Inc. is a leading global provider of Predictive Analytics
software and solutions. The Company’s complete portfolio of
Predictive Analytics Software
(PASW) products – data collection, statistics, modeling and
deployment – captures people’s attitudes and opinions, predicts
outcomes of future customer interactions, and then acts on these
insights by embedding analytics into business processes. SPSS
solutions address interconnected business objectives across an
entire organization by focusing on the convergence of analytics, IT
architecture and business process. Commercial, government and
academic customers worldwide rely on SPSS technology as a
competitive advantage in attracting, retaining and growing
customers, while reducing fraud and mitigating risk. Founded in
1968, SPSS is headquartered in Chicago, Illinois. For more
information, please visit www.spss.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between SPSS and IBM. On
September 2, 2009, SPSS filed with the Securities and Exchange
Commission (“SEC”) a definitive proxy statement in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THIS TRANSACTION.
Investors and stockholders may obtain free copies of the definitive
proxy statement and other documents filed with the SEC by SPSS
through the website maintained by the SEC at www.sec.gov. In addition, investors and
stockholders may obtain free copies of the definitive proxy
statement from SPSS by contacting SPSS by telephone at (312)
651-3000, or by mail at SPSS Inc., 233 South Wacker Drive, Chicago,
Illinois 60606, or by going to the Investor Relations section of
SPSS’ corporate website at http://investor.spss.com.
Participants in the Solicitation
SPSS and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of SPSS in connection with the proposed transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction is included in the
definitive proxy statement described above. Additional information
regarding these directors and executive officers is also included
in SPSS’ proxy statement for its 2009 Annual Meeting of
Stockholders, which was filed with the SEC on March 31, 2009.
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