Kenexa Commences Cash Tender Offer
to Acquire Common Stock of Salary.com For $4.07 Per Share
WAYNE, Pa. – September 2 , 2010 – Kenexa Corporation (Nasdaq: KNXA) announced that a wholly-
owned subsidiary of Kenexa has commenced a tender offer to acquire all of the outstanding shares of common
stock of Salary.com, Inc. (Nasdaq: SLRY) for $4.07 per share in cash (the “Offer”), without interest and less
any required withholding tax.
The Offer is being made pursuant to the terms of the definitive merger agreement entered into between Kenexa,
Spirit Merger Sub, Inc., a wholly-owned subsidiary of Kenexa, and Salary.com on August 31, 2010 (the
“Agreement”) and is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on
September 30, 2010, unless extended.
The Salary.com board of directors, among other things, has unanimously (1) determined and declared that the
Agreement, the Offer and the merger are advisable and in the best interests of Salary.com and its stockholders,
(2) approved the Agreement and, subject to the terms and conditions set forth therein, the consummation of the
Offer, the merger and the other transactions contemplated by the Agreement, and (3) recommended that the
stockholders accept the Offer, tender their shares into the Offer, and, if required by applicable law, adopt and
approve the Agreement and approve the merger.
There is no financing condition to the Offer. The Offer is subject to the satisfaction of certain conditions set forth
in the Agreement, including there being validly tendered in accordance with the terms of the Offer, immediately
prior to the expiration date of the Offer and not withdrawn, a number of shares of common stock that represents
a majority of the total number of outstanding shares of Salary.com common stock on a fully-diluted basis
(assuming conversion or exercise of all derivative securities or other conditions of such derivative securities),
regulatory approvals and other customary conditions set forth in the