Resources Connection, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer
Based on the preliminary count by the depositary for the tender offer, a
total of approximately 6,740,489 shares of the Company's Common Stock
were validly tendered and not validly withdrawn at or below the price of
In accordance with the terms and conditions of the tender offer and
based on a preliminary count by the depositary, the Company expects to
accept for payment a total of approximately 6,723,028 shares of the
Company's Common Stock at a price of
Because the offer is oversubscribed, the Company expects to purchase only a prorated portion of the shares properly tendered by each tendering stockholder (other than "odd lot" holders whose shares will be purchased on a priority basis) at or below the final per share purchase price. Based on the preliminary count, and accounting for the effect of odd lot priority on the proration factor, the depositary has informed the Company that the preliminary proration factor for the tender offer is expected to be approximately 99.7% of the shares of Common Stock validly tendered and not validly withdrawn.
The number of shares expected to be purchased in the tender offer, the purchase price per share, the aggregate purchase price and the proration factor 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 in the tender offer, the final purchase price per share, the final aggregate purchase price and the final proration factor will be announced following the expiration of the guaranteed delivery period and the completion by the depositary 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.
The Company expects to fund the share purchases in the tender offer with
The tender offer was made pursuant to an Offer to Purchase and Letter of
Transmittal, each filed with the
Lazard Frères & Co. LLC is acting as dealer manager for the tender
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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