PITTSBURGH, Feb. 7, 2012 /PRNewswire/ -- Mastech
Holdings, Inc. (NYSE Amex: MHH), a national provider of Information
Technology and Specialized Healthcare staffing services, announced
today that it is commencing a modified "Dutch auction" tender offer
to repurchase up to 608,000 shares of its common stock,
representing approximately 17% of Mastech's outstanding shares. The
608,000 shares represent the remaining shares available for
purchase under Mastech's stock repurchase program, which was
previously announced on December 23,
2010. The closing price of Mastech's common stock on the NYSE
Amex on February 6, 2012 was
$4.57.
(Logo: http://photos.prnewswire.com/prnh/20100507/NE01385LOGO
)
Under the tender offer, shareholders will have the opportunity
to tender some or all of their shares at a price within the range
of $4.65 to $5.50 per share. The low
end of this range is greater than the closing price of Mastech's
common stock on the NYSE Amex on February
6, 2012. Based on the number of shares tendered and
the prices specified by the tendering shareholders, Mastech will
determine the lowest per share price within the range that will
enable it to buy 608,000 shares, or such lesser number of shares
that are properly tendered.
If more than 608,000 shares are properly tendered at or below
the determined price per share, Mastech will first purchase shares
tendered by those shareholders owning fewer than 100 shares without
pro ration, and then purchase all other shares on a pro rata basis,
at the determined price per share. The number of shares subject to
this tender offer may, at the discretion of Mastech, be increased
by up to 2% of Mastech's outstanding shares, or approximately
71,382 shares, without amending or extending the tender offer.
Shareholders whose shares are purchased in the offer will be
paid the determined purchase price per share net in cash, without
interest, after the expiration of the offer period. The offer is
not contingent upon any minimum number of shares being tendered.
The offer is subject to a number of other terms and conditions
specified in the offer to purchase that is being distributed to
shareholders. The offer will expire at 5:00 P.M., New York
City Time, on Wednesday, March 7,
2012.
The information agent for the offer is Georgeson Inc. None of
Mastech, its board of directors or the information agent is making
any recommendation to stockholders as to whether to tender or
refrain from tendering their shares into the tender offer.
Shareholders must decide how many shares they will tender, if any,
and the price within the stated range at which they will offer
their shares for purchase by Mastech.
The tender will be funded through a combination of available
cash and, if necessary, the revolving credit facility Mastech
currently has with PNC Bank. All shares purchased by Mastech in the
tender offer will be held in treasury.
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares
of Mastech's common stock. The offer is being made solely by the
offer to purchase and the related letter of transmittal.
Stockholders and investors are urged to read Mastech's tender offer
statement on Schedule TO filed with the Securities and
Exchange Commission in connection with the tender offer, which
includes exhibits, the offer to purchase and the related letter of
transmittal, as well as any amendments or supplements to the
statement when they become available, because they contain
important information. Each of these documents will be filed with
the Securities and Exchange Commission, and investors may obtain
them for free from the Securities and Exchange Commission at its
website (www.sec.gov) or from Georgeson Inc., the information
agent for the tender offer, by directing such request to:
Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038, telephone (866)
482-5136.
About Mastech Holdings, Inc.:
Leveraging the power of 25 years of
IT experience, Mastech (NYSE Amex:
MHH) provides Information Technology Staffing services in
the disciplines which drive today's business operations
and Specialized Healthcare Staffing services to hospitals and other
healthcare facilities. More information about Mastech can be
found at Mastech's website: www.mastech.com.
Forward-Looking Statements:
Certain statements contained in this release are forward-looking
statements based on management's expectations, estimates,
projections and assumptions. Words such as "expects,"
"anticipates," "plans," "believes," "scheduled," "estimates" and
variations of these words and similar expressions are intended to
identify forward-looking statements, which include but are not
limited to projections of revenues, earnings, and cash
flow. These statements are based on information currently
available to the Company and it assumes no obligation to update the
forward-looking statements as circumstances change. These
statements are not guarantees of future performance and involve
certain risks and uncertainties, which are difficult to predict.
Therefore, actual future results and trends may differ materially
from what is forecast in forward-looking statements due to a
variety of factors, including, without limitation, the level of
market demand for its services, the highly competitive market for
the types of services offered by the company, the impact of
competitive factors on profit margins, market conditions that could
cause the Company's customers to reduce their spending for its
services, and the company's ability to create, acquire and build
new lines of business, to attract and retain qualified personnel,
reduce costs and conserve cash, and other risks that are described
in more detail in the company's filings with the Securities and
Exchange Commission including its Form 10-K for the year ended
December 31, 2010.
SOURCE Mastech Holdings, Inc.