Resources Connection, Inc. Announces Commencement of Modified Dutch Auction Tender Offer for up to 6,000,000 Shares of Its Common Stock
"This tender offer is reflective of the Board's commitment to return
capital to our shareholders," stated
Pursuant to the modified "Dutch auction" tender offer, shareholders of the Company's Common Stock may tender all or a portion of their shares (1) at a price specified by the tendering shareholder within the Company's specified range or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, the Company will determine the lowest price per share, within the specified range of prices (the "purchase price"), that will enable it to purchase up to 6,000,000 shares of Common Stock at such price. If fewer shares are properly tendered, the Company will purchase all shares that are properly tendered and not properly withdrawn at the purchase price. If more than 6,000,000 shares of Common Stock are tendered, the Company will purchase all shares tendered at or below the purchase price selected in the tender offer on a pro rata basis, except for "odd lots" (lots held by owners of less than 100 shares), which will not be prorated and will be purchased on a priority basis. All Common Stock purchased in the tender offer will be purchased at the same price. Shareholders will receive the purchase price in cash, subject to applicable withholding taxes and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer described in the tender offer documents.
The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain conditions described in the tender offer documents, which are being distributed to shareholders starting today. These documents also contain tendering instructions and a complete explanation of the tender offer's terms and conditions.
Lazard Frères & Co. LLC is acting as dealer manager for the tender
While the Company's Board of Directors has authorized the tender offer, neither the Company, its Board of Directors, the dealer manager, the information agent, the depositary nor any of their affiliates makes any recommendation to the Company's shareholders as to whether to tender or refrain from tendering any Common Stock or as to the price or prices at which shareholders may choose to tender their Common Stock. The Company has not authorized any person to make any such recommendation. Shareholders must decide whether to tender their Common Stock and, if so, how much Common Stock to tender and at what price or prices to tender them. In doing so, shareholders should carefully evaluate all of the information in the tender offer documents (as they may be amended or supplemented), including the documents incorporated by reference therein, before making any decision with respect to the tender offer, and should consult their own financial and tax advisors and/or brokers.
Important Information Regarding the Tender Offer
The discussion in this press release is for informational purposes only
and is not an offer to purchase nor the solicitation of an offer to sell
any Common Stock of the Company. The offer is being made solely pursuant
to an Offer to Purchase, the related Letter of Transmittal and other
related materials, as they may be amended or supplemented. Such Offer to
Purchase, related Letter of Transmittal and other related materials are
being distributed to all shareholders, at no expense to shareholders.
Shareholders should read those materials and the documents incorporated
therein by reference carefully when they become available, prior to
making any decisions with respect to the tender offer, because they will
contain important information, including the various terms and
conditions of the tender offer. The Company will file a Tender Offer
Statement on Schedule TO (the "Tender Offer Statement") with the
RGP, the operating subsidiary of
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.
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
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