UPON CLOSING:
- CBIZ COMBINED ANNUAL REVENUE WILL BE ~$2.8B
- WILL SOLIDIFY CBIZ'S POSITION AS LEADING PROVIDER OF
PROFESSIONAL ADVISORY SERVICES OF ITS KIND
- CBIZ WILL BECOME THE SEVENTH-LARGEST ACCOUNTING SERVICES
PROVIDER IN THE U.S.
CLEVELAND, July 31,
2024 /PRNewswire/ -- CBIZ, Inc. (NYSE: CBZ) ("the
Company"), a leading national provider of financial, insurance and
advisory services, today announced that it has entered into a
definitive agreement to acquire the non-attest business
of Marcum, LLP ("Marcum"), which will make CBIZ the
seventh-largest accounting services provider in the U.S. with
approximately $2.8 billion in annual
revenue.
Concurrent with the closing of this transaction, the attest
business of Marcum will be acquired by Mayer Hoffman McCann P.C., a
national independent CPA firm with which CBIZ has had an
Administrative Service Agreement for over 25 years.
The cash-and-stock transaction is valued at approximately
$2.3 billion. It is expected that
approximately half of the transaction consideration will be paid in
cash and the remainder shares of CBIZ common stock.
Founded in 1951 and headquartered in New York City, Marcum has 43 offices in major
markets across the U.S. and serves more than 35,000 clients. With
approximately $1.2 billion in revenue
and more than 3,500 professionals, Marcum ranks as
the13th-largest accounting firm in the U.S. Marcum
provides a wide range of professional services to entrepreneurial
companies, midcap and micro-cap SEC registrants, and high-net-worth
individuals. The firm's solutions include traditional tax, attest,
accounting, and advisory services, as well as technology solutions
and executive search and staffing services.
Expected Transaction Benefits Post-Close:
- Market Position: Solidify position as a leading provider
of professional services to the growing middle market and seventh
largest accounting services provider in the U.S.
- Growth Strategy: Scale accelerates growth and further
positions CBIZ as an acquirer of choice
- Our People: Attract and retain the best and brightest in
our industries, enhance learning and development aligned to
meaningful career paths and expanded growth opportunities
- Client Experience: Offer an unmatched breadth of
services and depth of expertise including the development of
innovative and actionable solutions
- Industry Expertise: Combined industry knowledge enables
access to new sectors and expands presence in target industries
- Innovation and Technology: Enable greater investment in
technology to support data-driven insights and solutions while
driving innovation, increasing efficiency and enhancing
performance
- Shareholder Value: Expect to be accretive in 2025,
with an estimated contribution to Adjusted earnings per share of
approximately 10%
"Today marks the most significant transaction in CBIZ's history
as we announce our agreement to acquire Marcum," said Jerry Grisko, President and Chief Executive
Officer of CBIZ. "At closing, our company will have combined annual
revenue of approximately $2.8
billion, more than 10,000 team members and over 135,000
clients. Together, we will provide a breadth of services and depth
of expertise that is unmatched in our industry, allowing us to
bring a broader array of high-value solutions to our combined
client base. This transaction enables CBIZ to strengthen our
presence in key markets, continue to attract and retain top talent,
and innovate through technology. We are excited about our future
together and the opportunities it will provide our people, the
solutions we will bring to our clients and the value we expect it
will create for shareholders."
Jeffrey Weiner, Chairman &
Chief Executive Officer of Marcum, said, "CBIZ and Marcum share a
dedication to providing high-quality innovative professional
services to our clients, and personalized, local client
relationships supported by national resources. By joining forces,
we will capitalize on our strengths and leverage our similar models
to bring more diversified services and even greater subject matter
expertise to our clients and attract new business. We both have a
proven track record of growth through successful acquisitions, and
we are excited to bring these two best-in-class organizations
together."
Transaction Details
The transaction is expected to
close in the fourth quarter of 2024 subject to the approval of CBIZ
stockholders, the approval of Marcum's partners and other customary
closing conditions. More information about this transaction can be
found https://www.cbiz.com/stronger-together.
Advisors
Perella Weinberg Partners is serving as
CBIZ's financial advisor and BakerHostetler is serving as CBIZ's
legal advisor for the transaction. Deutsche Bank is serving as
Marcum's financial advisor and Dechert LLP is serving as Marcum's
legal advisor for the transaction.
Second-quarter 2024 Financial Results
In a separate
press release issued today, CBIZ announced its second-quarter
financial results. The press release can be found on the Company's
website: https://cbiz.gcs-web.com/investor-overview.
Conference Call
CBIZ will host a conference call today
at 11 a.m. EDT to discuss this
announcement and its second-quarter and first-half financial
results. Investors can register at
https://dpregister.com/sreg/10191052/fd1f3d903c to receive the
dial-in number and a unique personal identification number.
Participants may register at any time, including up to and after
the call start time. An archived replay of the webcast will be
available on the Company's website following the call.
About CBIZ
CBIZ, Inc. is a leading provider of
financial, insurance and advisory services to businesses throughout
the United States. Financial
services include accounting, tax, government health care
consulting, transaction advisory, risk advisory, and valuation
services. Insurance services include employee benefits consulting,
retirement plan consulting, property and casualty insurance,
payroll, and human capital consulting. With more than 120 offices
in 33 states, CBIZ is one of the largest accounting and insurance
brokerage providers in the U.S. For more information, visit
www.cbiz.com.
About Marcum
Marcum LLP is a top-ranked national
accounting and advisory firm dedicated to helping entrepreneurial
companies and high net worth individuals achieve their goals.
Marcum's industry-focused practices offer deep insight and
specialized services to privately held and publicly registered
companies, and nonprofit and social sector organizations. Marcum
also provides a full complement of technology, and executive search
and staffing services. Headquartered in New York City, Marcum has offices in major
business markets across the U.S.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication includes "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of
historical facts, included herein that address business
performance, financial condition, activities, events or
developments that the Company expects, believes or anticipates will
or may occur in the future are forward-looking statements.
Investors are cautioned that any such statements are not guarantees
of future performance and that actual results or developments may
differ materially from those projected in the forward-looking
statements. Such statements are subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of
the Company, including but not limited to: the ability of the
parties to consummate the transaction in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the
transaction, including the ability to secure regulatory approvals
in a timely manner or at all, and the approval by Marcum's partners
and the approval by the Company's stockholders; the possibility of
litigation related to the transaction and the effects thereof; the
possibility that anticipated benefits and/or synergies of the
transaction will not be achieved in a timely manner or at all; the
possibility that the costs of the transaction and/or liabilities
assumed will be more significant than anticipated; the possibility
that integration will prove more costly and/or time consuming than
anticipated; the possibility that the transaction could disrupt
ongoing plans and operations of the parties or their respective
relationships with clients, other business partners and employees;
the possibility that the financing will not be obtained as
anticipated and the effects of the increased leverage of the
Company following the transaction; and other risks described in the
Company's SEC filings. All forward-looking statements are based on
management's estimates, projections and assumptions as of the date
hereof. Except as required by law, the Company does not undertake
any obligation to update any forward-looking statements to reflect
events or circumstances that subsequently occur or of which it
subsequently becomes aware.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
In connection with the transaction, the Company will
file a proxy statement with the SEC. The definitive proxy statement
will be mailed to the Company's stockholders and will contain
important information about the transaction and related matters.
THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. The definitive proxy statement and other relevant
materials (when they become available) and any other documents
filed by the Company with the SEC may be obtained free of charge at
the SEC's website at www.sec.gov. In addition, shareholders will be
able to obtain free copies of the definitive proxy statement from
the Company on the Investor Relations page of the Company's
website, www.cbiz.com, or by writing to us at Attention: Investor
Relations Department, 5959 Rockside Woods Blvd. N., Suite 600,
Independence, Ohio 44131.
PARTICIPANTS IN THE SOLICITATION
The Company and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the transaction.
Information with respect to the Company's directors and executive
officers is set forth in the Company's Proxy Statement on Schedule
14A for its 2024 Annual Meeting of Stockholders, which was filed
with the SEC on March 25, 2024, and its Annual Report on
Form 10-K for the fiscal year ended December 31, 2023,
which was filed with the SEC on February 23, 2024. These
documents are available free of charge at the SEC's website at
www.sec.gov, or from the Company on the Investor Relations page of
the Company's website, www.cbiz.com, or by writing to us at
Attention: Investor Relations Department, 5959 Rockside Woods Blvd.
N., Suite 600, Independence, Ohio
44131. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
transactions will be included in the proxy statement that the
Company intends to file with the SEC.
NON-GAAP FINANCIAL INFORMATION
This
communication contains references to certain non-GAAP financial
measures. These non-GAAP financial measures may not provide
information that is comparable to similarly titled measures
provided by other companies. These non-GAAP financial measures
are not measurements of financial performance of the Company or
Marcum under GAAP and should not be considered as alternatives to
amounts presented in accordance with GAAP. The Company views
these non-GAAP financial measures as supplemental to, but not as
substitutes for, comparable GAAP measures.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/cbiz-to-acquire-marcum-302210703.html
SOURCE CBIZ, Inc.