Terms include repurchase of up to 1.5 million
shares of common stock at a purchase price of $6.00 per share
As previously announced, Command Center, Inc. (Nasdaq: CCNI)
(“Command Center” and/or the “Company”) today announced the
commencement of a tender offer (“Tender Offer”) to purchase up to
1,500,000 shares of its common stock, par value $0.001 per share at
a purchase price of $6.00 per share. On June 25, 2019, the closing
price of the Company’s common stock was $5.47 per share. The Tender
Offer will remain open until July 25, 2019.
As previously announced, on April 8, 2019, the Company, CCNI
One, Inc., Command Florida, LLC, Hire Quest Holdings, LLC (“Hire
Quest”), and, solely for purposes of Sections 5.20(c), 5.20(e) and
5.23 of the agreement, Richard Hermanns, as the representative of
the members of Hire Quest, entered into a merger agreement (the
“Merger Agreement”), providing for the acquisition of Hire Quest by
the Company (the “Merger”). Pursuant to the terms of the Merger
Agreement, the Company has called its annual shareholders meeting,
to be held on July 10, 2019, to seek approval of, among other
things: (i) the amendment of the Company’s articles of
incorporation to increase the authorized shares of Company’s common
stock and to change the name of the Company to “HireQuest, Inc.”;
(ii) the issuance of shares of common stock pursuant to the Merger
Agreement and the related change of control of the Company pursuant
to Nasdaq listing rules; and (iii) the conversion of the Company
from a Washington corporation to a Delaware corporation. The
Company currently has 4,629,331 shares outstanding. If the Merger
is completed, holders of Hire Quest’s membership interests will
receive an aggregate of 9,837,328 shares, representing
approximately 68% of the Company’s outstanding shares prior to the
completion of the Tender Offer. The closing of the Merger is a
condition to the closing of the Tender Offer. Following completion
of the Tender Offer, and assuming the Tender Offer is fully
subscribed, the Company will have repurchased 1,500,000 shares,
which would represent approximately 10.4% of our issued and
outstanding shares after giving effect to the consummation of the
Merger, and the Company will have 12,966,659 shares
outstanding.
If the number of shares properly tendered and not properly
withdrawn prior to the expiration date would result in an aggregate
purchase price of more than 1,500,000 shares, the Company will
purchase shares tendered on a pro rata basis. The Tender Offer will
not be conditioned upon any minimum value of shares being tendered.
The Company intends to fund the purchase price of the shares using
available cash.
While the Company’s Board of Directors has authorized the
Company to make the Tender Offer, none of the Company, its Board of
Directors, or Hire Quest and its members makes any recommendation
to any stockholder as to whether to tender or refrain from
tendering any shares. The Company has not authorized any person to
make any such recommendation. Stockholders must decide whether to
tender their shares and, if so, how many shares to tender. In doing
so, stockholders should carefully evaluate all of the information
included or incorporated by reference in the Tender Offer documents
(as they may be amended or supplemented), when available, before
making any decision with respect to the Tender Offer, and should
consult their own broker or other financial and tax advisors.
InvestorCom LLC will serve as information agent for the Tender
Offer. Stockholders with questions, or who would like to receive
additional copies of the Tender Offer documents once they are
available, may call InvestorCom LLC at (877) 972-0090 or email
info@investor-com.com.
About Command Center
Command Center provides flexible on-demand employment solutions
to businesses in the United States, primarily in the areas of light
industrial, hospitality and event services. Through 67 field
offices in 22 states, the company provides employment annually for
approximately 32,000 field team members working for over 3,200
clients. For more information about Command Center, go to
www.commandonline.com.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. This
press release is not a recommendation to buy or sell shares or any
other securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell shares or any other securities. A
Tender Offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and related materials, will be
filed with the United States Securities and Exchange Commission
(the “SEC”) by the Company. The Tender Offer will only be made
pursuant to the offer to purchase, the letter of transmittal and
related materials filed as a part of the Schedule TO. Stockholders
should read carefully the offer to purchase, letter of transmittal
and related materials (including the documents and information
incorporated by reference therein) because they contain important
information, including the various terms of, and conditions to, the
Tender Offer. Stockholders will be able to obtain a free copy of
the Tender Offer statement on Schedule TO, the offer to purchase,
letter of transmittal and other documents that the Company will be
filing with the SEC at the SEC’s website at www.sec.gov or by
calling or emailing InvestorCom LLC, the information agent for the
Tender Offer, at (877) 972-0090 or email info@investor-com.com.
Stockholders are urged to read these materials, when available,
carefully prior to making any decision with respect to the Tender
Offer.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The words
“would,” “exceed,” “should,” “anticipates,” “believe,” “expect,”
and variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a
statement is not a forward-looking statement. These forward-looking
statements are based upon the Company’s current expectations and
are subject to a number of risks, uncertainties and assumptions.
The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise. Among the important factors that could cause the
actual results of the operations or financial condition of the
Company to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, the
possibility that the Merger and/or the Tender Offer will not close;
the possibility that anticipated benefits from the Merger will not
be realized, or will not be realized within the expected time
period; the possibility that the Merger does not close, including,
but not limited to, due to the failure to satisfy the closing
conditions including the failure of the Company to obtain the
required approvals pursuant to the Merger; the risk that the
Company and Hire Quest businesses will not be integrated
successfully and disruption from the Merger making it more
difficult to maintain business and operational relationships; the
possibility that only a fraction of the shares covered by the
Tender Offer will be tendered; and the possibility that the Tender
Offer price of $6.00 per share will not reflect the fair market
value of the shares. Further information on risks we face is
contained in our filings with the SEC, including our Form 10-K for
the fiscal year ended December 28, 2018, and will be contained in
our SEC filings in connection with the Merger and the Tender Offer.
Any forward-looking statement made by us herein speaks only as of
the date on which it is made. Factors or events that could cause
our actual results to differ may emerge from time to time, and it
is not possible for us to predict all of them.
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version on businesswire.com: https://www.businesswire.com/news/home/20190626005811/en/
Company Contact: Command Center, Inc. Cory Smith, CFO
866-464-5844 cory.smith@commandonline.com Investor Relations
Contact: Hayden IR Brett Maas 646-536-7331
brett@haydenir.com
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