Purchase Price of $6.00 per Share in Cash to
Deliver a 99% Premium
Volt Information Sciences, Inc. (“Volt” or the “Company”)
(NYSE-AMERICAN: VOLT), a global provider of staffing services, and
Vega Consulting, Inc. (“Vega”), an affiliate of ACS Solutions (“ACS
Solutions”), a global provider of information technology solutions
and services (www.acsicorp.com), announced today that Volt and Vega
have entered into a definitive merger agreement under which Volt
will be acquired for $6.00 per share in cash. This per share
purchase price represents a premium of 99% to the Company’s closing
stock price on March 11, 2022.
Vega will commence a tender offer no later than March 25, 2022
to acquire all outstanding shares of Volt for $6.00 per share in
cash. The merger agreement was approved by Volt’s board of
directors, which recommends that Volt stockholders tender their
shares in the offer.
Raj Sardana, Chief Executive Officer of ACS Solutions,
commented, “We're pleased to announce the plan to acquire Volt, and
look forward to welcoming their talented teams to our family of
companies. This transaction will diversify our business mix by
adding a sizable commercial staffing and MSP business to our
staffing services portfolio, further expanding our suite of
services and offerings.”
Volt’s President and Chief Executive Officer, Linda Perneau,
added, “This acquisition offers Volt a compelling opportunity for
continued growth. With ACS Solutions as our sister company, we will
be in a position to accelerate investments in technology, enhance
our capabilities, expand our operations, and ultimately deliver
better value to our clients -- all complementing the superior
client service that has come to be synonymous with the Volt
brand.”
In connection with the execution of the merger agreement,
certain of Volt’s stockholders, directors and executive officers
holding approximately 26% in the aggregate of the Company’s
outstanding shares entered into agreements in which they agreed to
tender all of their shares in the tender offer.
The closing of the transaction is subject to customary closing
conditions, including the expiration or termination of certain
regulatory periods and the tender of shares representing at least
two-thirds of the Company’s outstanding common stock in the tender
offer. Following the successful completion of the tender offer,
Vega will acquire any remaining shares not tendered in the tender
offer through a second-step merger at the same price.
The merger agreement provides for a “go-shop” period during
which Volt – with the assistance of Foros, its exclusive financial
advisor – will actively solicit, evaluate and potentially enter
into negotiations with, and provide due diligence access to,
parties that submit alternative proposals. The go-shop period will
extend for 30 calendar days until April 11, 2022. Volt will have
the right to terminate the merger agreement to enter into a
superior proposal, subject to the conditions and procedures
specified in the merger agreement. There can be no assurance that
this process will result in a superior proposal. Volt does not
intend to disclose developments during this process unless its
Board of Directors makes a decision with respect to any potential
superior proposal.
The transaction is expected to close in the second calendar
quarter of 2022. After closing, Volt will become a privately-held
company and shares of Volt common stock will no longer be listed on
any public market. For further information regarding the terms and
conditions contained in the merger agreement, please see Volt’s
Current Report on Form 8-K, which will be filed with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
this transaction.
Foros is acting as financial advisor to Volt and Milbank LLP is
acting as legal counsel to Volt. Kilpatrick Townsend and Stockton
LLP is acting as legal counsel to Vega.
First Quarter 2022 Financial Results Update
Volt will issue a press release with its financial results for
its first fiscal quarter of 2022 before the market opens on
Tuesday, March 15, 2022, but, in light of the announced
transaction, the earnings conference call that was scheduled for
Tuesday, March 15, 2022 at 5:00 p.m. ET will no longer be held.
Important Information
The tender offer for the outstanding shares of Volt common stock
has not yet commenced. This communication is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Volt common stock. The
solicitation and offer to buy shares of Volt common stock will only
be made pursuant to an offer to purchase and related materials that
Vega and its subsidiary, Vega MergerCo, Inc. (“MergerCo”), intend
to file with the SEC. At the time the tender offer is commenced,
Vega and MergerCo will file a tender offer statement on Schedule TO
with the SEC, and Volt will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer. VOLT
STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER
OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE MATERIALS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES THERETO. Both the tender offer statement and the
solicitation/recommendation statement will be mailed to Volt’s
stockholders free of charge. Stockholders may obtain free copies of
the Schedule TO and Schedule 14D-9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available) at the SEC’s web site at www.sec.gov or on
Volt’s website at www.Volt.com.
Forward-Looking Statements
This communication includes forward-looking statements which
reflect management's current views and estimates regarding the
ability of the parties to complete the proposed transaction and the
expected timing of completion of the proposed transaction, among
other matters. The words "anticipate", "assume", "believe",
"continue", "could", "estimate", "expect", “forecast”, "future",
“guidance”, “imply”, "intend", "may", “outlook”, "plan",
"potential", "predict", "project", and similar terms and phrases
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. The
Company cannot assure investors that future developments affecting
the Company will be those that it has anticipated. Actual results
may differ materially from these expectations due to uncertainties
related to the timing and expected financing of the tender offer
and the merger; uncertainty surrounding how many of Volt’s
stockholders will tender their shares in the tender offer; the
possibility that any or all of the various conditions to the
consummation of the tender offer, including the failure to receive
required regulatory approvals from any applicable governmental
entities, may not be satisfied or waived in a timely manner, if at
all; the possibility of business disruptions due to
transaction-related uncertainty; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement; and other risks and
uncertainties including those identified under the heading “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, each of which are filed with
the SEC and available at www.sec.gov, and other filings that the
Company may make with the SEC in the future. If one or more of
these risks or uncertainties materialize, or if any of the
Company's assumptions otherwise prove incorrect, the Company's
actual results and the other developments described in this
communication may vary in material respects from those projected or
described, as applicable, in these forward-looking statements.
Any forward-looking statement made by the Company in this
communication speaks only as of the date hereof. Factors or events
that could cause the Company's actual results to differ may emerge
from time to time, and it is not possible for the Company to
predict all of them. The Company does not undertake and
specifically disclaims any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by any applicable securities laws.
About Volt Information Sciences, Inc.
Volt is a global provider of staffing services (traditional time
and materials-based as well as project-based). Our staffing
services consist of workforce solutions that include providing
contingent workers, personnel recruitment services and managed
staffing services programs supporting primarily administrative,
technical, information technology, light-industrial and engineering
positions. Our managed staffing programs involve managing the
procurement and on-boarding of contingent workers from multiple
providers. Volt services global industries including aerospace,
automotive, banking and finance, consumer electronics, information
technology, insurance, life sciences, manufacturing, media and
entertainment, pharmaceutical, software, telecommunications,
transportation and utilities. For more information, visit
www.volt.com.
About ACS Solutions
ACS Solutions solves complex business challenges with innovative
technology solutions that are driven by technical skill, business
acumen and passion. ACS Solutions is a global provider of
information technology solutions and services with in excess of
$1.5 billion in annual revenue. Headquartered in Atlanta, Georgia,
ACS Solutions has served Fortune 1000 companies globally for over
21 years. The company employs more than 27,000 employees and
consultants worldwide and has offices and development centers
across the US and abroad. For more information, please visit
acsicorp.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20220314005235/en/
For Volt Inquiries: Volt Information Sciences, Inc.
voltinvest@volt.com
Joe Noyons Three Part Advisors jnoyons@threepa.com
817-778-8424
Volt Information Sciences (AMEX:VOLT)
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