Insperity Announces Commencement of $50 Million Modified Dutch Auction Tender Offer for Its Common Stock & Special Cash Divid...
26 Noviembre 2012 - 6:00AM
Business Wire
Insperity, Inc. (NYSE: NSP), a leading provider of human
resources and business performance solutions for America’s best
businesses, today announced that it is commencing a modified “Dutch
auction” tender offer to repurchase shares of its common stock up
to an aggregate purchase price of $50 million. Additionally,
Insperity announced today that its board of directors has declared
a special cash dividend of $1.00 per share of common stock. The
tender offer and special dividend are expected to return to
stockholders approximately $76 million in 2012.
“With a strong cash position, no debt and substantial cash flow
expected from future growth, we believe the combination of a tender
offer to invest in our own company and this special dividend
represents a balanced approach to both short and long-term return
to stockholders,” said Paul J. Sarvadi, Insperity chairman and
chief executive officer.
Pursuant to the tender offer, company stockholders may tender
all or a portion of their shares (1) at a price per share of not
less than $27.00 and not more than $31.00; 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, Insperity will select
the lowest price within the range of prices specified above (the
“purchase price”) enabling Insperity to purchase up to $50 million
in common stock. Stockholders will receive the purchase price in
cash, without interest, for shares tendered at prices equal to or
less than the purchase price, subject to the conditions of the
tender offer, including the provisions relating to proration, “odd
lot” priority and conditional tenders in the event that the
aggregate cost to purchase all of the shares tendered at or below
the purchase price exceeds $50 million. These provisions are
described in the Offer to Purchase relating to the tender offer
that will be distributed to stockholders. All shares purchased by
Insperity will be purchased at the same price. All shares tendered
at prices higher than the purchase price will be promptly returned
to stockholders.
Insperity will fund any purchase of shares pursuant to the
tender offer, including the related fees and expenses, from cash on
hand. The tender offer will not be conditional upon any minimum
number of shares being tendered; however, the tender offer will be
subject to a number of other terms and conditions specified in the
Offer to Purchase that is being distributed to stockholders. The
tender offer will expire at 11:59 p.m., New York City time, on
December 21, 2012, unless extended or withdrawn by Insperity.
Tenders of shares must be made on or prior to the expiration of the
tender offer and may be withdrawn at any time on or prior to the
expiration of the tender offer. Georgeson Inc. will serve as
information agent for the tender offer. The dealer manager for the
tender offer is Robert W. Baird & Co. Incorporated.
The special dividend is payable to stockholders of record on
December 7, 2012, and is expected to be paid on December 21, 2012.
Stockholders will be entitled to the special dividend whether or
not they tender their shares pursuant to the tender offer provided
such stockholders hold such shares on the record date. This special
dividend is in addition to the regular quarterly dividend of $0.17
per share previously announced on November 15, 2012. Because
stockholders remain holders of any shares tendered until the offer
expires and Insperity accepts any such shares for payment,
stockholders will receive the special dividend and regular dividend
even if shares are tendered prior to the record date.
Insperity’s board of directors has approved the tender offer.
However, none of the company, the company’s board of directors, the
dealer manager, the information agent or the depositary makes, any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares or as to the price or prices at which
stockholders may choose to tender their shares. No person is
authorized to make any such recommendation. Stockholders must make
their own decisions as to whether to tender their shares and, if
so, how many shares to tender and the price or prices at which to
tender them. In doing so, stockholders should read carefully the
information in, or incorporated by reference in, the Offer to
Purchase and in the Letter of Transmittal, including the purposes
and effects of the offer. Stockholders are urged to discuss their
decisions with their own tax advisors, financial advisors and/or
brokers.
News Release for Informational Purposes Only
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 Insperity’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 Insperity’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 has been or 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 telephone at: (800)
509-0917 (toll-free), or in writing to: 199 Water Street, 26th
Floor, New York, New York 10038.
About Insperity
Insperity, a trusted advisor to America’s best businesses for
more than 26 years, provides an array of human resources and
business solutions designed to help improve business performance.
InsperityTM Business Performance Advisors offer the most
comprehensive suite of products and services available in the
marketplace. Insperity delivers administrative relief, better
benefits, reduced liabilities and a systematic way to improve
productivity through its premier Workforce OptimizationTM solution.
Additional company offerings include Human Capital Management,
Payroll Services, Time and Attendance, Performance Management,
Organizational Planning, Recruiting Services, Employment Screening,
Financial Services, Expense Management, Retirement Services and
Insurance Services. Insperity business performance solutions
support more than 100,000 businesses with over 2 million employees.
With 2011 revenues of $2 billion, Insperity operates in 56 offices
throughout the United States. For more information, visit
http://www.insperity.com.
Information on Forward Looking Statements
Certain statements in this news release are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These statements include assumptions,
expectations, predictions, intentions or beliefs about future
events, including the completion of the offer. Although Insperity
believes that such statements are based on reasonable assumptions,
no assurance can be given that such statements will prove to have
been correct. A number of factors could cause actual results to
vary materially from those expressed or implied in any
forward-looking statements. More information about the risks and
uncertainties relating to Insperity and the forward-looking
statements are found in Insperity’s SEC filings, including its
Annual Report on Form 10-K for the fiscal year ended December 31,
2011 and its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2012, June 30, 2012 and September 30, 2012, which is
available free of charge on the SEC’s web site at
http://www.sec.gov. Insperity expressly disclaims any obligation to
update any forward-looking statements contained in this news
release to reflect events or circumstances that may arise after the
date of this release, except as otherwise required by applicable
law.
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