Resources Connection, Inc. Announces Final Results of Modified Dutch Auction Tender Offer
23 November 2016 - 8:35AM
Business Wire
Resources Connection, Inc. (NASDAQ: RECN), a multinational
business consulting firm, operating as Resources Global
Professionals (the “Company” or “RGP”) today announced the final
results of its modified “Dutch auction” tender offer to purchase up
to 6,000,000 shares of its common stock (“Common Stock”) at a price
per share not greater than $16.00 nor less than $13.50, which
expired at 12:00 midnight, New York City time, on Tuesday, November
15, 2016.
Based on the final count by the depositary for the tender offer,
an aggregate of 6,515,264 shares of the Company’s Common Stock were
validly tendered and not validly withdrawn at or below the price of
$16.00 per share, including approximately 892,629 shares that were
tendered through notice of guaranteed delivery.
The Company acquired 6,515,264 shares of its Common Stock at a
price of $16.00 per share, for a total cost of approximately
$104,244,224, excluding fees and expenses relating to the tender
offer. These shares represent approximately 18.0% of the Company’s
total outstanding Common Stock as of November 15, 2016. The shares
of Common Stock accepted for purchase include the 6,000,000 shares
the Company initially offered to purchase and 515,264 additional
shares that the Company elected to purchase pursuant to its right
to purchase up to an additional 2% of its outstanding shares.
Because the aggregate number of shares of the Company’s Common
Stock that were validly tendered and not validly withdrawn was less
than the total number of shares that the Company could have
acquired if the entire additional 2% could have been exercised, all
of the shares of the Company’s Common Stock that were validly
tendered and not validly withdrawn were acquired.
The depositary will promptly pay for the shares accepted for
purchase and will promptly return all shares tendered and not
accepted for purchase. After giving effect to the purchase of the
shares, the Company will have outstanding approximately 29.6
million shares of Common Stock.
The Company funded the share purchases in the tender offer with
$46,244,224 of cash and cash equivalents on hand and through funds
borrowed under its existing revolving credit facility.
The tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each filed with the Securities and Exchange
Commission on October 18, 2016, as amended on October 27, 2016 and
November 16, 2016.
Lazard Frères & Co. LLC is acting as dealer manager for the
tender offer, Georgeson LLC is acting as information agent for the
tender offer and American Stock Transfer & Trust Company, LLC
is acting as the depositary for the tender offer.
ABOUT RGP
RGP, the operating subsidiary of Resources Connection, Inc.
(NASDAQ: RECN), is a multinational business consulting firm that
helps leaders execute internal initiatives. Partnering with
business leaders, we drive internal change across all parts of a
global enterprise – accounting; finance; governance, risk and
compliance management; corporate advisory, strategic communications
and restructuring; information management; human capital; supply
chain management; and legal and regulatory.
RGP was founded in 1996 within a Big Four accounting firm.
Today, we are a publicly traded company with over 3,300
professionals, annually serving over 1,800 clients around the world
from 68 practice offices.
Headquartered in Irvine, California, RGP has served 86 of the
Fortune 100 companies.
The Company is listed on the NASDAQ Global Select Market, the
exchange’s highest tier by listing standards. More information
about RGP is available at http://www.rgp.com. (RECN-F)
Certain statements in this press release are “forward-looking
statements.” Such forward-looking statements may be identified by
words such as “anticipates,” “believes,” “can,” “continue,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “remain,” “should” or “will” or the
negative of these terms or other comparable terminology. In this
press release, such statements include, without limitation,
statements related to the tender offer for shares of the Company’s
Common Stock. Such statements and all phases of the Company’s
operations are subject to known and unknown risks, uncertainties
and other factors that could cause our actual results, including
with respect to the tender offer, to differ materially from those
expressed or implied by these forward-looking statements. Risks and
uncertainties include overall market and economic conditions and
other factors and uncertainties as are identified in our most
recent Quarterly Report on Form 10-Q and our other public filings
made with the SEC (File No. 0-32113). Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also affect our business or operating results.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
The Company does not intend, and undertakes no obligation, to
update the forward-looking statements in this press release to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events, unless required by law to
do so.
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version on businesswire.com: http://www.businesswire.com/news/home/20161122005843/en/
Resources Connection, Inc.Media Contact:Michael
Sitrick(US+) 1-310-788-2850mike_sitrick@sitrick.comorAnalyst
Contact:Herb Mueller, Chief Financial Officer(US+)
1-714-430-6500herb.mueller@rgp.com
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