Resources Connection, Inc. (NASDAQ: RECN), a multinational
business consulting firm, operating as Resources Global
Professionals (the “Company” or “RGP”) today announced the
preliminary results of its 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, which expired at 12:00 midnight, New York City time, on
Tuesday, November 15, 2016.
Based on the preliminary count by the depositary for the tender
offer, a total of approximately 6,740,489 shares of the Company’s
Common Stock were validly tendered and not validly withdrawn at or
below the price of $16.00 per share, including approximately
1,117,854 shares that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the tender offer
and based on a preliminary count by the depositary, the Company
expects to accept for payment a total of approximately 6,723,028
shares of the Company’s Common Stock at a price of $16.00 per
share, for a total cost of approximately $107,568,448, excluding
fees and expenses relating to the tender offer. These shares
represent approximately 18.6% of the Company’s total outstanding
Common Stock as of November 15, 2016. The shares of Common Stock
expected to be purchased include the 6,000,000 shares the Company
initially offered to purchase and 723,028 additional shares that
the Company has elected to purchase pursuant to its right to
purchase up to an additional 2% of its outstanding shares.
Because the offer is oversubscribed, the Company expects to
purchase only a prorated portion of the shares properly tendered by
each tendering stockholder (other than “odd lot” holders whose
shares will be purchased on a priority basis) at or below the final
per share purchase price. Based on the preliminary count, and
accounting for the effect of odd lot priority on the proration
factor, the depositary has informed the Company that the
preliminary proration factor for the tender offer is expected to be
approximately 99.7% of the shares of Common Stock validly tendered
and not validly withdrawn.
The number of shares expected to be purchased in the tender
offer, the purchase price per share, the aggregate purchase price
and the proration factor are preliminary and subject to change. The
preliminary information contained in this press release is subject
to confirmation by the depositary and is based on the assumption
that all shares tendered through notice of guaranteed delivery will
be delivered within the three trading day settlement period. The
final number of shares to be purchased in the tender offer, the
final purchase price per share, the final aggregate purchase price
and the final proration factor will be announced following the
expiration of the guaranteed delivery period and the completion by
the depositary of the confirmation process. Payment for the shares
accepted for purchase pursuant to the tender offer, and the return
of all other shares tendered and not purchased, will occur promptly
thereafter.
The Company expects to fund the share purchases in the tender
offer with $50,000,000 of cash and cash equivalents on hand and
through funds borrowed under its existing revolving credit
facility.
The tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each filed with the Securities and Exchange
Commission on October 18, 2016, as amended on October 27, 2016.
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.
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/20161116006623/en/
Resources Connection, Inc.Media Contact:Michael
Sitrick(US+) 1-310-788-2850mike_sitrick@sitrick.comorAnalyst
Contact:Herb Mueller, Chief Financial Officer(US+)
1-714-430-6500herb.mueller@rgp.com
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