Kronos Buyout

Kronos Incorporated (KRON)
$1.8B Buyout

Summary

Buyout of workforce management software company

$55 per KRON share; $1.8B total
KRON news -stock chart

Announced 3.23.07

Deal closed 6.11.07

Developments

HSR Act early termination 4.20.07
Lender information package 5.15.07

Club Deal

Buyout group

Hellman & Friedman
JMI Equity

Advisors

Financial

KRON: Jefferies Broadview

Legal

KRON: Wilmer Hale
Buyers: Simpson Thacher

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 Effective Time of the Merger
1.2 Closing
1.3 Effects of the Merger
1.4 Articles of Organization
1.5 By-laws
1.6 Directors and Officers of the Surviving Corporation

Article II Conversion of Securities

2.1 Conversion of Capital Stock
2.2 Exchange of Certificates
2.3 Company Stock Plans
2.4 Restricted Shares; RSUS
2.5 Dissenting Shares

Article III Company Reps

3.1 Organization, Standing and Power
3.2 Capitalization
3.3 Subsidiaries
3.4 Authority; No Conflict; Required Filings and Consents
3.5 Sec Filings; Financial Statements; Information Provided
3.6 No Undisclosed Liabilities
3.7 Absence of Certain Changes or Events
3.8 Taxes
3.9 Owned and Leased Real Properties
3.10 Intellectual Property
3.11 Contracts
3.12 Litigation
3.13 Environmental Matters
3.14 Employee Benefit Plans
3.15 Compliance with Laws
3.16 Permits
3.17 Labor Matters
3.18 Insurance
3.19 Opinion of Financial Advisor
3.20 Takeover Statutes
3.21 Brokers
3.22 Transactions with Affiliates

Article IV Buyer and the Transitory Subsidiary Reps

4.1 Organization, Standing and Power
4.2 Authority; No Conflict; Required Filings and Consents
4.3 Operations of the Transitory Subsidiary
4.4 Litigation
4.5 Financing
4.6 Management Arrangements
4.7 Ownership of Company Common Stock
4.8 Guarantee

Article V Conduct of Business

5.1 Covenants of the Company
5.2 Confidentiality
5.3 Financing Commitments

Article VI Additional Agreements

6.1 No Solicitation
6.2 Proxy Statement
6.3 Nasdaq Listing
6.4 Access to Information
6.5 Shareholders Meeting
6.6 Legal Requirements
6.7 Public Disclosure
6.8 Indemnification
6.9 Notification of Certain Matters
6.10 Exemption from Liability Under Section16
6.11 Employee Compensation
6.12 Service Credit
6.13 Resignations
6.14 Management Agreements
6.15 Freely Available Cash

Article VII Conditions to Merger

7.1 Each Party
7.2 Buyer and the Transitory Subsidiary
7.3 Company

Article VIII Termination and Amendment

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses
8.4 Amendment
8.5 Extension; Waiver

Article IX Miscellaneous

9.1 Nonsurvival of Representations, Warranties and
Agreements
9.2 Notices
9.3 Entire Agreement
9.4 No Third Party Beneficiaries
9.5 Assignment
9.6 Severability
9.7 Counterparts and Signature
9.8 Interpretation
9.9 Governing Law
9.10 Remedies
9.11 Submission to Jurisdiction
9.12 Waiver of Jury Trial

Proxy Solicitation

Shareholder meeting

Scheduled for 6.08.07
Press release 4.30.07

Proxy statement filings

Definitive 5.04.07
Preliminary 4.10.07

Deal Protection

No shop covenant

Merger agreement §6.1
Proxy statement disclosure

Break-up fee

$55mm, plus out-of-pocket expenses
Agreement §8.3
Proxy statement disclosure

Regulatory Approvals

HSR Act

Fairness Opinion

Jefferies Broadview fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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