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UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule
14a-101)
SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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HIRERIGHT,
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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THIS FILING CONSISTS OF A
POSTING ON THE COMPANYS WEBSITE REGARDING THE PROPOSED MERGER.
Home
About
the Merger
On
June 9, 2008 HireRight and USIS, a leading provider of pre-employment and
drug testing screening solutions and the largest provider of security
investigations to the federal government, announced a definitive agreement to
merge.
Together,
USIS and HireRight will be one of the worlds largest screening solutions
providers and will offer deep expertise in helping organizations of all sizes
efficiently implement, manage, and control their employment screening programs.
The combined company will have the technology, services portfolio, financial
resources, and subject matter expertise to meet the complex requirements
demanded by leading employers around the globe. Customers will have access to a
wide range of competitively unique services delivered globally in more than 200
countries and territories. The combined organization will deliver on-demand
screening applications built with state-of-the-art technologies delivering
outstanding user experience, quality, turn-around time, and extensive process
and workflow automation.
Learn More
·
Merger press release
<link to press release>
·
What the merger means to:
customers
,
partners
,
investors
·
Merger FAQs
·
About USIS
<quotation
on right hand side bar>
Bringing
USIS and HireRight together will deliver to customers a winning blend of
innovative employment screening solutions and deep subject-matter expertise,
providing an outstanding platform to meet the rapidly evolving screening needs
of global organizations.
Eric Boden, Chairman and CEO of HireRight
Merger
Press Release
<links
to press release>
What
this Means to Customers
HireRight
customers can expect the following as a result of the combination of the two
firms:
·
Continued HireRight commitment to innovative
solutions, accurate results and high quality customer support
·
An expansion of available services
·
Added size and scale to accelerate the
delivery of new products and services
Our
combination will position us as one of the largest and most capable background
screening solutions provider in the world. Our intention with this merger is
not to be the biggest screening provider in the industry, but to be the best.
This merger will enhance our ability to deliver customers distinct advantages,
including a state-of-the-art solutions platform, robust technical
2
and
operational capabilities, an extensive services portfolio, deep industry
subject matter expertise, and financial strength. Our combined organization
will continue to provide customers with innovative, on-demand screening
applications built with state-of-the-art technologies providing outstanding
user experience and quality, the fastest turn-around times, and extensive
process and workflow automation.
As
employers background and drug screening, and employment eligibility
requirements continue to evolve in the years ahead, the combined company will
be well positioned to deliver best-in-class solutions that evolve with them. By
combining the HireRight culture of customer focus and innovation, the strength
and integrity of our team and the quality and depth of our technology-based
solutions with the deep vertical expertise in the transportation and retail
sectors, unique data sources and services, and security expertise of USIS, the
combined company will be able to offer customers a wider range of solutions and
better meet their needs in the future.
Customers
should rest assured that through this transition and beyond, HireRight will
continue to provide the same high levels of service they have become accustomed
to with our solutions and the wide range of screening services we deliver to
them today. In fact, the increased scale of the business will ensure that we
can continue to deliver the most comprehensive and highest value solutions in
the industry. Our focus on anticipating and meeting customer needs will
continue to expand as we gain valuable new business capabilities through the
merger.
What
this Means to Partners
For
HireRight partners, the HireRight merger with USIS means more opportunity.
HireRights relationship with its partners will not change, however HireRight
partners will be able to offer their clients more value, through a wider range
of solutions and services provided by the combined company. In addition, the
merger allows HireRight partners to collaborate with HireRight on a broader
range of clients and industries.
What
this Means to Investors
For
HireRight investors, the merger equates to a financial transaction that will
ultimately take HireRight private. The value of the all-cash transaction is
approximately $195 million and represents a per share price of $15.60 to
HireRight shareholders. The transaction is subject to HireRight shareholder
approval, regulatory approval, and certain other customary closing conditions
and is expected to close before the end of the year.
The
transaction is not subject to any financing conditions. The agreement has been
approved by the USIS Board of Directors and the HireRight Board of Directors.
Prior to close, the two companies will continue to operate independently.
For
more information regarding the merger, please visit the HireRight investor
relations web site at http://ir.hireright.com or contact us at
ir@hireright.com.
3
Merger
Frequently Asked Questions (FAQs)
Q1. Who
is USIS?
A1. USIS
is
a leading provider of security screenings, background investigations,
employment and drug screening services, automotive insurance underwriting
services, and national security solutions to government and corporate clients
.
Headquartered in Falls Church, Va., the company has more than 7,000 employees
that support business operations in all 50 states, U.S. territories, and
overseas. USIS was formed in July 1996 following a White House initiative
that led its establishment as the first privatization of a government program
into the private sector. Today, the company is owned by Providence Equity
Partners, the largest global private equity firm dedicated to investing in the
media, information services and communications industries.
USIS three businesses
include the Investigative Services Division, the largest supplier of background
investigations to the federal government and a provider of screening services
to law enforcement agencies and first responder organizations; the Commercial
Services Division, one of the nations largest employment and drug screening
companies that serves the needs of more than 33,000 businesses across the U.S.;
and the National Security Division, a global provider of specialized national
security solutions that support the mission critical needs of a wide-range of
federal programs.
Q2. Who is
HireRight?
A2.
HireRight is a leading provider of on-demand employment background and drug
screening solutions that help employers efficiently implement, manage and
control screening programs. Many companies, including more than 65 of the
Fortune 500, trust HireRight because the company delivers customer-focused
solutions that provide greater efficiency and faster results. HireRight also
provides pre-integrated employment screening services through enterprise
e-recruiting solutions from top providers such as Oracle/PeopleSoft, Taleo,
Vurv, ADP/VirtualEdge and PeopleAdmin. HireRights worldwide headquarters are
located in Irvine, Calif., with offices and affiliates around the globe.
Q3. Why
is this transaction a good thing for customers?
A3.
HireRight and USIS businesses are complementary and together will create many
customer benefits. HireRights strengths
include its culture of customer focus and innovation, the strength of the team,
the quality and depth of technology-based solutions, and the extent of the
strategic partner base. USIS brings deep
vertical expertise the transportation and retail sectors, direct ownership of
valuable data sources and services, and security expertise and stability that
derives from extensive government sector business.
In
the years ahead, customer requirements will rapidly evolve and it is essential
that that we are in a position to continue to be viewed as a valuable solutions
partner. The combined company will deliver to customers a competitively unique
blend of technology-enabled pre-employment screening solutions and deep subject
matter expertise resulting in an outstanding value proposition for customers
4
Q4. How
will this change the products and services offered to customers today?
A4.
It is not expected that the combination will significantly impact any products
or services that customers utilize today. In fact, the combination is expected
to increase the options available to customers.
Q5. How
will both companies ensure that customers arent negatively impacted?
A5.
The two companies are deeply committed to providing customers with the best
possible products and service, and the combined business will work diligently
to ensure there is no disruption of the screening services delivered to
customers. The combined company will provide its customers with on-demand
screening applications built with state-of-the-art technologies, and it will be
able to deliver outstanding user experience, quality, turn-around time, and
extensive process and workflow automation.
While
the companies will operate independently until the close of the financial
transaction, USIS and HireRight remain committed to communicating openly and
quickly with customers as transition plans are developed and implemented.
Q6. Why
is this transaction a good thing for employees?
A6.
Employees will benefit from being part of a dynamic company with the size and
capabilities necessary to succeed in the increasingly competitive global
pre-employment screening industry.
New
career opportunities will be a natural outgrowth of the strategic combination
of two success-driven companies that clearly understand the importance of
recruiting, retaining, and rewarding a high performance team. In addition, employees will be part of a
larger company that can provide additional opportunities for career growth and
professional development.
Q7.
What does this mean for HireRights stockholders?
A7.
Under terms of the definitive agreement, which was approved by both companies
board of directors, HireRight stockholders will be paid $15.60 per share in
cash, which represents about a 54% premium over HireRights closing share price
on Friday, June 6 and a 65% premium over the weighted average trading
price of the Companys shares for the past three months.
Q8.
What approvals are required to close the deal?
A8.
The transaction, which was approved by both companies board of directors, is
subject to several conditions including HireRight stockholder approval,
regulatory approval, and certain other customary closing conditions, and is
expected to close before the end of the year. The transaction is not subject to
any financing conditions.
Q9.
When will the deal be officially closed?
A9.
The transaction is subject to several conditions including HireRight
stockholder approval, regulatory approval, and certain other customary closing
conditions, and is expected to close before the end of the year.
Q10.
How is the transaction structured?
A10.
USIS and HireRight have signed a definitive agreement to merge through a
transaction valued at approximately $195 million. Under terms of the all cash
agreement, which was approved by both companies board of directors, USIS will
pay HireRight stockholders $15.60
5
per
share in cash, without interest, which represents a 54% premium over HireRights
closing share price on Friday, June 6 and a 65% premium over the weighted
average trading price of the Companys shares for the past three months.
Q11.
Does this mean the HireRight name and brand will go away?
A11.
The HireRight brand is important to the success of the business and is the
result of market success and careful brand management over many years. Given
the strength of the brand, it is expected that the HireRight brand will
continue to be used as a key part of the business.
Q12.
Does this mean the USIS or Commercial Services name and brand will go away?
A12.
The USIS brand is important to the success of the business in both the
government and commercial markets the company serves and is the result of
market success and careful brand management over many years.
Q13.
Will either companys overall strategy and go-to-market approach change?
A13.
Over time and with input from team members from both companies, go-to-market
strategies and plans will be reviewed with the goal of developing a combined
plan for the business. The best practices from both companies will continue to
be actively pursued and we dont anticipate that this will cause any major
changes to the go-to-market strategies.
Q14.
What will the leadership team look like for the combine business?
A14.
This will be determined during the integration process. Prior to the close of
the transaction, each business will operate independently under existing
leadership. Specifics around the integration planning process and timing will
be shared as details are available.
About
USIS
<Links
to USIS web site>
6
About
USIS
USIS is a leading
provider of security screenings, background investigations, employment and drug
screening services, automotive insurance underwriting services, and national
security solutions to government and corporate clients. Headquartered in Falls
Church, Va., the company has more than 7,000 employees that support business
operations in all 50 states, U.S. territories, and overseas. USIS was formed in
July 1996 following a White House initiative that led to the establishment
of US Investigations Services, Inc. (USIS) as the first privatization of a
government program into the private sector. Today, the company is owned by Providence
Equity Partners, the largest global private equity firm dedicated to investing
in the media, information services and communications industries.
USIS three
businesses include the Investigative Services Division, the largest supplier of
background investigations to the federal government and a provider of screening
services to law enforcement agencies and first responder organizations; the
Commercial Services Division, one of the nations largest employment and drug
screening companies that serves the needs of more than 33,000 businesses across
the U.S.; and the National Security Division, a global provider of specialized
national security solutions that support the mission critical needs of a
wide-range of federal programs.
About
HireRight
HireRight is a
leading provider of on-demand employment background and drug screening
solutions that help employers efficiently implement, manage and control
screening programs. Many companies, including more than 65 of the Fortune 500,
trust HireRight because the company delivers customer-focused solutions that
provide greater efficiency and faster results. HireRight also provides
pre-integrated employment screening services through enterprise e-recruiting
solutions from top providers such as Oracle/PeopleSoft, Taleo, Vurv,
ADP/VirtualEdge and PeopleAdmin. HireRights worldwide headquarters are located
in Irvine, Calif., with offices and affiliates around the globe.
Additional
Information about the Merger and Where to Find It
This communication is not a solicitation of a proxy, an offer to
purchase nor a solicitation of an offer to sell shares of HireRight, and it is
not a substitute for any proxy statement or other filings that may be made with
the SEC should this proposed merger go forward.
In connection
with the proposed merger, HireRight plans to file a proxy statement with the
SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. A definitive proxy
statement will be sent to the stockholders of HireRight. Investors and security
holders may also obtain a free copy of the proxy statement (when available) and
other documents filed by HireRight with the SEC at the SECs web site at
http://www.sec.gov. Free copies of the proxy statement (when available) and
other documents filed by HireRight with the SEC may also be obtained by requesting
them in writing from HireRight at 5151 California Avenue, Irvine, CA 92617, or
by telephone at 949.428.5855.
7
Proxy
Solicitation
HireRight and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation
of proxies from its stockholders in connection with the proposed merger.
Information concerning the interests of HireRights participants in such
solicitation, including their respective
security holdings, is set forth in HireRights annual proxy statement, which
was filed with the Securities and Exchange Commission on April 8, 2008.
Investors may obtain additional information regarding this transaction,
HireRight and the interests of HireRights participants in such solicitation by
reading the proxy statement for such merger when it becomes available.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995
This
message may contain forward-looking statements based on current expectations,
estimates and projections about our industry, managements beliefs, and certain
assumptions made by the companies. Words such as anticipates, expects, intends,
plans, believes, seeks, estimates, may, will and variations of
these words or similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to statements
regarding the impact of the merger, including but not limited to, the companies
expectations with respect to the combined companies available solutions,
leadership position, competitive strengths and positioning; client base, as
well as the anticipated synergies, efficiencies and advantages resulting from
the merger; the approval of the merger transaction by stockholders and
regulators; the satisfaction of the closing conditions to the merger
transaction; the lack of financing conditions; the completion of the merger on
stated terms; and the timing of the completion of the merger transaction. Such
statements speak only as of the date hereof and are subject to change. The
companies undertake no obligation to revise or update publicly any
forward-looking statements for any reason. These statements are not guarantees
of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual results could
differ materially and adversely from those expressed in any forward-looking
statements as a result of various factors. Important factors that may cause
such a difference include, but are not limited to, the risk the companies
businesses and their relationships with customers, employees or suppliers could
suffer due to the uncertainty relating to the merger; that the merger may not be
consummated, may be consummated on different terms or may be delayed; that
anticipated synergies and strategic benefits from the merger may not be fully
realized; that a failure to satisfy conditions to close the merger, including
obtaining the requisite regulatory and stockholder approvals, may occur; and
the various other risks and uncertainties described in the Risk Factors
section of HireRights Annual Report on Form 10-K for the year ended December 31,
2007, and the general economic and political conditions and specific conditions
that may impact company operations, including hiring trends. Further
information on HireRight, Inc., including additional risk factors that may
affect forward looking statements, is contained in its Annual Report on Form 10-K
and in its other SEC filings that are available through the SECs website
(www.sec.gov).
8
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