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BRIEF-Jive Software says Acquisition Sub offered to acquire all shares of company for $5.25/shr
May 1, 2017 / 1:04 PM / 7 months ago

BRIEF-Jive Software says Acquisition Sub offered to acquire all shares of company for $5.25/shr

May 1 (Reuters) - Jive Software Inc

* Jive Software - Acquisition Sub agreed to commence a cash tender offer to acquire all of shares of company’s stock for a purchase price of $5.25 per share

* Jive Software Inc - under terms of merger agreement, company has agreed not to solicit or otherwise facilitate any alternative acquisition proposals

* Jive Software - ESW Capital LLC, a Delaware limited liability company and parent company of Wave Systems entered limited guaranty in favor of company

* Jive Software Inc - limited guaranty agreement guaranteeing certain payment obligations of wave systems and acquisition sub under merger agreement

* Jive Software - limited guaranty agreement guaranteeing payment obligations including obligation to fund consideration due to co’s stockholders in offer & merger

* Jive Software - each of members of board and named executive officers of company entered into a tender and support agreement with wave systems, acquisition

* Jive Software Inc - on April 30, 2017, board approved amendment and restatement of amended and restated bylaws of company

* Jive - Amendment added new provision to bylaws designating state and federal courts located within delaware as sole & exclusive forum for some legal actions

* Jive Software - if co is permitted to terminate merger under some circumstances, it must pay wave systens a $10.0 million termination fee - SEC filing

* Jive - Shares held by signatories to support agreements that are eligible to be tendered into offer represent approximately 2 pct of company’s common stock

* Jive Software Inc - on April 30, 2017, co, Wave Systems Corp and Jazz Mergersub entered into an agreement and plan of merger Source text: (bit.ly/2pOGyvH) Further company coverage:

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