Resources Connection, Inc. (NASDAQ: RECN), a multinational
business consulting firm, operating as Resources Global
Professionals (the “Company” or “RGP”), today announced the
commencement of a modified “Dutch auction” tender offer to purchase
up to 6,000,000 shares of its common stock (“Common Stock”) at a
price per share not greater than $16.00 nor less than $13.50. The
tender offer will expire at 12:00 midnight, New York City time, on
Tuesday, November 15, 2016, unless extended or earlier terminated
by the Company. Tenders of shares of Common Stock must be made
prior to the expiration of the tender offer and may be withdrawn at
any time prior to the expiration of the tender offer. The full
terms and conditions of the tender offer are described in the Offer
to Purchase, the related Letter of Transmittal and other materials
relating to the tender offer (the “tender offer documents”) that
are being filed today with the Securities and Exchange Commission
(the “SEC”) and are being distributed to shareholders.
“This tender offer is reflective of the Board’s commitment to
return capital to our shareholders,” stated Kate W. Duchene,
interim Chief Executive Officer of RGP. “If our tender offer is
fully subscribed, we will have returned approximately $138.3
million to shareholders over the last twelve months when combined
with our existing dividend and open market share repurchase
programs. After the transaction closes, we will continue to have a
very sound balance sheet, strong cash flows and the ability to
borrow as needed with our revolving credit facility.”
Pursuant to the modified “Dutch auction” tender offer,
shareholders of the Company’s Common Stock may tender all or a
portion of their shares (1) at a price specified by the tendering
shareholder within the Company's specified range or (2) without
specifying a purchase price, in which case their shares will be
purchased at the purchase price determined in accordance with the
tender offer. When the tender offer expires, the Company will
determine the lowest price per share, within the specified range of
prices (the "purchase price"), that will enable it to purchase up
to 6,000,000 shares of Common Stock at such price. If fewer shares
are properly tendered, the Company will purchase all shares that
are properly tendered and not properly withdrawn at the purchase
price. If more than 6,000,000 shares of Common Stock are tendered,
the Company will purchase all shares tendered at or below the
purchase price selected in the tender offer on a pro rata basis,
except for “odd lots” (lots held by owners of less than 100
shares), which will not be prorated and will be purchased on a
priority basis. All Common Stock purchased in the tender offer will
be purchased at the same price. Shareholders will receive the
purchase price in cash, subject to applicable withholding taxes and
without interest, for shares tendered at prices equal to or less
than the purchase price, subject to the conditions of the tender
offer described in the tender offer documents.
The tender offer is not conditioned upon any minimum number of
shares being tendered. The tender offer is, however, subject to
certain conditions described in the tender offer documents, which
are being distributed to shareholders starting today. These
documents also contain tendering instructions and a complete
explanation of the tender offer's terms and conditions.
Lazard Frères & Co. LLC is acting as dealer manager for the
tender offer, Georgeson LLC is acting as information agent for the
tender offer and American Stock Transfer & Trust Company, LLC
is acting as the depositary for the tender offer.
While the Company’s Board of Directors has authorized the tender
offer, neither the Company, its Board of Directors, the dealer
manager, the information agent, the depositary nor any of their
affiliates makes any recommendation to the Company’s shareholders
as to whether to tender or refrain from tendering any Common Stock
or as to the price or prices at which shareholders may choose to
tender their Common Stock. The Company has not authorized any
person to make any such recommendation. Shareholders must decide
whether to tender their Common Stock and, if so, how much Common
Stock to tender and at what price or prices to tender them. In
doing so, shareholders should carefully evaluate all of the
information in the tender offer documents (as they may be amended
or supplemented), including the documents incorporated by reference
therein, before making any decision with respect to the tender
offer, and should consult their own financial and tax advisors
and/or brokers.
Important Information Regarding the Tender Offer
The discussion in this press release is for informational
purposes only and is not an offer to purchase nor the solicitation
of an offer to sell any Common Stock of the Company. The offer is
being made solely pursuant to an Offer to Purchase, the related
Letter of Transmittal and other related materials, as they may be
amended or supplemented. Such Offer to Purchase, related Letter of
Transmittal and other related materials are being distributed to
all shareholders, at no expense to shareholders. Shareholders
should read those materials and the documents incorporated therein
by reference carefully when they become available, prior to making
any decisions with respect to the tender offer, because they will
contain important information, including the various terms and
conditions of the tender offer. The Company will file a Tender
Offer Statement on Schedule TO (the "Tender Offer Statement") with
the SEC. The Tender Offer Statement, including the Offer to
Purchase, the related Letter of Transmittal and other related
materials, as well as any amendments or supplements, will be
available to shareholders for no charge on the SEC's website
(www.sec.gov) or from Georgeson LLC, the information agent for the
tender offer, by telephone at: (866) 203-9357 (toll-free), via
email at resourcesconnection@georgeson.com or in writing to: 1290
Avenue of the Americas, 9th Floor, New York, New York 10104.
ABOUT RGP
RGP, the operating subsidiary of Resources Connection, Inc.
(NASDAQ: RECN), is a multinational business consulting firm that
helps leaders execute internal initiatives. Partnering with
business leaders, we drive internal change across all parts of a
global enterprise – accounting; finance; governance, risk and
compliance management; corporate advisory, strategic communications
and restructuring; information management; human capital; supply
chain management; and legal and regulatory.
RGP was founded in 1996 within a Big Four accounting firm.
Today, we are a publicly traded company with over 3,300
professionals, annually serving over 1,800 clients around the world
from 68 practice offices.
Headquartered in Irvine, California, RGP has served 86 of the
Fortune 100 companies.
The Company is listed on the NASDAQ Global Select Market, the
exchange’s highest tier by listing standards. More information
about RGP is available at http://www.rgp.com. (RECN-F)
Certain statements in this press release are “forward-looking
statements.” Such forward-looking statements may be identified by
words such as “anticipates,” “believes,” “can,” “continue,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “remain,” “should” or “will” or the
negative of these terms or other comparable terminology. In this
press release, such statements include, without limitation,
statements related to the tender offer for shares of the Company’s
Common Stock. Such statements and all phases of the Company’s
operations are subject to known and unknown risks, uncertainties
and other factors that could cause our actual results, including
with respect to the tender offer, to differ materially from those
expressed or implied by these forward-looking statements. Risks and
uncertainties include overall market and economic conditions and
other factors and uncertainties as are identified in our most
recent Quarterly Report on Form 10-Q and our other public filings
made with the SEC (File No. 0-32113). Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also affect our business or operating results.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
The Company does not intend, and undertakes no obligation, to
update the forward-looking statements in this press release to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events, unless required by law to
do so.
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version on businesswire.com: http://www.businesswire.com/news/home/20161018005619/en/
Media Contact:SitrickMichael Sitrick(US+)
1-310-788-2850mike_sitrick@sitrick.comorAnalyst
Contact:Resources Connection, Inc.Herb Mueller, Chief Financial
Officer(US+) 1-714-430-6500herb.mueller@rgp.com
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