Insperity, Inc. (“Insperity”) (NYSE:NSP), a leading provider of
human resources and business performance solutions for America’s
best businesses, today announced the preliminary 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 preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, an aggregate of
approximately 3.01 million shares of common stock were validly
tendered and not validly withdrawn at or below the purchase price
of $47.50 per share, including approximately 1.81 million shares
that were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer
and based on the preliminary count by the depositary, Insperity
expects to purchase approximately 3.01 million shares of its common
stock at a purchase price of $47.50 per share, for an aggregate
purchase price of approximately $143.2 million, excluding fees and
expenses related to the tender offer. Included within the shares
expected to be accepted for purchase are approximately 382,000
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 expected to be purchased
represent approximately 12.4% of Insperity’s common stock issued
and outstanding as of Jan. 6, 2016.
The number of shares expected to be purchased in the tender
offer and the purchase price per share are preliminary and subject
to change. The preliminary information contained in this press
release is subject to confirmation by the depositary and is based
on the assumption that all shares tendered through notice of
guaranteed delivery will be delivered within the three trading day
settlement period. The final number of shares to be purchased and
the final purchase price per share will be announced following the
expiration of the guaranteed delivery period and the completion by
the depository of the confirmation process. Payment for the shares
accepted for purchase pursuant to the tender offer, and the return
of all other shares tendered and not purchased, will occur promptly
thereafter. Payment for shares will be made in cash, without
interest. Shares acquired pursuant to the tender offer will be
retired and returned to the status of authorized but unissued
stock.
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 results of the tender
offer, Insperity’s business and financial position and general
economic and market conditions.
Credit Suisse Securities (USA) LLC is serving 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160108005359/en/
Insperity, Inc.Investor Relations Contact:Douglas S.
Sharp, 281-348-3232Senior Vice President of Finance,Chief Financial
Officer and Treasurer
Insperity (NYSE:NSP)
Historical Stock Chart
From Sep 2024 to Oct 2024
Insperity (NYSE:NSP)
Historical Stock Chart
From Oct 2023 to Oct 2024