Insperity Announces Final Results of Modified Dutch Auction Tender Offer
13 Enero 2016 - 5:30AM
Business Wire
Insperity, Inc. (“Insperity”) (NYSE:NSP), a leading provider of
human resources and business performance solutions for America’s
best businesses, today announced the final results of its “modified
Dutch auction” tender offer, which expired at 5:00 p.m., New York
City time, on Jan. 7, 2016.
Based on the final count by Computershare Trust Company, N.A.,
the depositary for the tender offer, Insperity has accepted for
purchase 3,013,531 shares of its common stock at a purchase price
of $47.50 per share, for an aggregate purchase price of
approximately $143.1 million, excluding fees and expenses related
to the tender offer. Included within the shares accepted for
purchase are 381,952 shares that Insperity elected to purchase
pursuant to its right to increase the size of the tender offer by
up to 2.0% of Insperity’s outstanding common stock. The shares
purchased represent approximately 12.4% of Insperity’s common stock
issued and outstanding as of Jan. 11, 2016.
As noted in the Offer to Purchase related to the tender offer,
Insperity may purchase additional shares of its common stock in the
future in the open market subject to market conditions. Insperity
may also purchase shares of its common stock in private
transactions, tender offers or otherwise. Under applicable
securities laws, however, Insperity may not purchase any such
shares of its common stock until after Jan. 22, 2016. Any possible
future purchases by Insperity will depend on many factors,
including the market price of the shares, the final results of the
tender offer, Insperity’s business and financial position and
general economic and market conditions.
Credit Suisse Securities (USA) LLC served as dealer manager for
the tender offer. Stockholders who have questions or would like
additional information about the tender offer may contact the
information agent for the tender offer, Innisfree M&A
Incorporated, at (888) 750-5834 (toll-free) or (212) 750-5833
(collect).
About Insperity
Insperity, a trusted adviser to America’s best businesses for
more than 29 years, provides an array of human resources and
business solutions designed to help improve business
performance.
Insperity® 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 Optimization® 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 2014 revenues of $2.4 billion, Insperity operates in 60
offices throughout the United States.
Information on Forward Looking Statements
The statements contained herein that are not historical facts
are forward-looking statements within the meaning of the federal
securities laws (Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). You can
identify such forward-looking statements by the words “expects,”
“intends,” “plans,” “projects,” “believes,” “estimates,” “likely,”
“possibly,” “probably,” “goal,” “opportunity,” “objective,”
“target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,”
“indicator” and similar expressions. Forward-looking statements
involve a number of risks and uncertainties. In the normal course
of business, Insperity, Inc., in an effort to help keep our
stockholders and the public informed about our operations, may from
time to time issue such forward-looking statements, either orally
or in writing. Generally, these statements relate to business plans
or strategies, projected or anticipated benefits or other
consequences of such plans or strategies, or projections involving
anticipated revenues, earnings, unit growth, profit per worksite
employee, pricing, operating expenses or other aspects of operating
results. We base the forward-looking statements on our
expectations, estimates and projections at the time such statements
are made. These statements are not guarantees of future performance
and involve risks and uncertainties that we cannot predict. In
addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.
Therefore, the actual results of the future events described in
such forward-looking statements could differ materially from those
stated in such forward-looking statements. Among the factors that
could cause actual results to differ materially are: (i) adverse
economic conditions; (ii) regulatory and tax developments and
possible adverse application of various federal, state and local
regulations; (iii) the ability to secure competitive replacement
contracts for health insurance and workers’ compensation insurance
at expiration of current contracts; (iv) cancellation of client
contracts on short notice, or the inability to renew client
contracts or attract new clients; (v) vulnerability to regional
economic factors because of our geographic market concentration;
(vi) increases in health insurance costs and workers’ compensation
rates and underlying claims trends, health care reform, financial
solvency of workers’ compensation carriers, other insurers or
financial institutions, state unemployment tax rates, liabilities
for employee and client actions or payroll-related claims; (vii)
failure to manage growth of our operations and the effectiveness of
our sales and marketing efforts; (viii) the impact of the
competitive environment in the PEO industry on our growth and/or
profitability; (ix) our liability for worksite employee payroll,
payroll taxes and benefits costs; (x) our liability for disclosure
of sensitive or private information; (xi) our ability to integrate
or realize expected returns on our acquisitions; (xii) failure of
our information technology systems; (xiii) an adverse final
judgment or settlement of claims against Insperity; and (xiv)
disruptions to our business resulting from the actions of certain
stockholders. These factors are discussed in further detail in
Insperity’s filings with the U.S. Securities and Exchange
Commission. Any of these factors, or a combination of such factors,
could materially affect the results of our operations and whether
forward-looking statements we make ultimately prove to be
accurate.
Except to the extent otherwise required by federal securities
law, we do not undertake any obligation to update our
forward-looking statements to reflect events or circumstances after
the date they are made or to reflect the occurrence of
unanticipated events.
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version on businesswire.com: http://www.businesswire.com/news/home/20160113005302/en/
Insperity, Inc.Investor Relations Contact:Douglas S.
Sharp, 281-348-3232Senior Vice President of Finance,Chief Financial
Officer and Treasurer
Insperity (NYSE:NSP)
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