SC14D9C
JIVE SOFTWARE, INC. filed this Form SC14D9C on 05/01/2017
Entire Document
 


Jive Confidential

 

17. Will Aurea centralize Jive’s G&A, Engineering, Product Management, Marketing, and other divisions?

 

    All functions will be integrated – Jive will not operate as a standalone entity. By integrating, Aurea creates economies of scale and unlocks the value of the combined company.

 

18. Will Aurea shut down any offices?

 

    Aurea operates on a virtual, global model. Most of the Aurea team works remotely in a WFH model. Over the long-term, they expect the vast majority of “Jivers” to operate in a similar model. That said, Aurea does retain physical locations where they retain large concentrations of people. Such large concentrations do exist today in Jive in Portland, Tel Aviv, the Bay Area and Reading, UK. The plan will be to retain physical space in any location where Aurea has concentrations of people, though the configuration of that space will almost certainly be different. Aurea expects to make long-term office decisions in concert with people decisions.

 

19. How will this impact the customer roadmap – content and timing?

 

    The roadmap will be reviewed, and Aurea reserves the right to adjust it based on strategic, customer, and other considerations. That said, major thrusts of the roadmap – AWS migration, collaboration hub, messaging, and vertical focus – are areas that they are excited about better understanding, continuing, accelerating, and deepening.

 

20. What will happen to my Jive benefits; Health, PTO?

 

    All policies will be reviewed and harmonized over time. If and when changes are made, employees will be notified and/or consulted in accordance with local laws. Aurea believes in being upfront and honest and treating people fairly.

 

21. What will happen with my options and RSUs in the transaction?

 

    Vested options with strike prices below $5.25 will be paid out at $5.25 per share, less the option strike price, without interest and less applicable tax withholdings (the “Option Consideration”).

 

    Vested options with strike prices at or above $5.25 will be cancelled for no consideration.

 

    Vested RSUs will be cashed out and paid $5.25 per share in cash, without interest and less applicable tax withholdings (the “RSU Consideration”).

 

    Unvested options and unvested RSUs will be treated as follows:

 

  i. Unvested options and RSUs will be converted into the right to receive the Option Consideration or the RSU Consideration, respectively, to be payable to such employees in accordance with the current options/RSUs vesting schedule, subject to their continued employment or services.

 

  ii. In the event an employee eligible for Option Consideration or RSU Consideration is terminated other than for cause by the buyer within 12 months after the closing, such employee will receive the greater of the Option Consideration or the RSU Consideration, respectively, (i) had such unvested options or unvested RSUs vested until the one year anniversary of the closing and (ii) had the unvested options or unvested RSUs accelerated pursuant to the existing acceleration provisions in the award agreements for such unvested options or unvested RSUs.