DUBLIN, California., March 18, 2022 /PRNewswire/ — TriNet Group, Inc. (NYSE: TNET) (“TriNet”, the “Company”, “us” or “our”) today announced the preliminary results of its modified tender offer “Dutch Auction” (the “Tender Offer”) purchase for cash until 300 million dollars for the value of its issued and outstanding common shares, par value $0.000025 per share (the “Common Shares”), at a price per share of at least $83.00 and no larger than $97.00, net of any withholding taxes and no interest, using existing cash. The takeover bid expired at 00:00, NYC time at the end of the day March 17, 2022 (the “Expiration Date”). The company’s largest shareholder, Atairos Group, Inc., did not participate in the tender offer.
The Company also announced that a committee authorized by its Board of Directors has determined that it is prudent to proceed with the bid despite a more than 10% decline in the NASDAQ Composite Index as of the close February 16, 2022, the last clear trading day prior to commencement of the Tender Offer (the “Market Change Condition”). As such, the Company waived its option to terminate the tender offer by waiving the market change condition prior to the expiration date.
Based on the preliminary count of Computershare Trust Company, NA, the depositary of the tender offer (the “Depositary”), a total of 3,656,578 common shares (including 1,550,930 shares tendered by guaranteed delivery notice) have been properly tendered and not properly returned at or below the purchase price $86.50 per share. Included in the 3,656,578 shares that the Company intends to purchase are 188,370 shares that the Company has elected to purchase based on its right to purchase up to an additional 2% of its outstanding shares.
In accordance with the terms of the tender offer and based on the preliminary count by the Depositary, the Company expects to acquire 3,656,578 shares at a price of $86.50 per share, for a total cost of approx $316.3 million, excluding fees and costs associated with the tender offer. Those shares make up about 5.5% of the company’s outstanding shares March 17, 2022.
The number of shares to be purchased 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 assumes that all Shares offered through a Guaranteed Delivery Notice will be delivered within two Dealing Days of the Expiry Date. The final number of Shares to be purchased and the final purchase price will be announced by the Custodian after the guaranteed delivery period has expired and the confirmation process has been completed. The payment of the shares accepted for purchase as part of the takeover bid and the return of the tendered and not purchased shares will take place immediately thereafter.
Approximately based on the Custodian’s preliminary count following the purchase of shares in the tender offer $217 million will remain available under the Company’s existing share buyback program. Pursuant to such program, the Company may in the future elect to purchase additional shares in open market transactions, including under plans that comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and/or in private transactions, from time to time subject to applicable law. Such repurchases may be on the same terms or terms more or less favorable to the shareholders selling such transactions than the terms of the tender offer. Whether the company makes further repurchases depends on many factors, including its business and financial performance, business and market conditions at the time, including stock price, and other factors the company believes are relevant.
Certain Information Regarding the Takeover Offer
The information in this press release describing the tender offer is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any common stock in the tender offer. The tender offer was made solely pursuant to the tender offer and the related documents which the Company has filed with the US Securities and Exchange Commission (the “SEC”), as amended or supplemented, and distributed to its shareholders. Shareholders who have questions or would like additional information about the tender offer may contact DF King & Co., Inc., the tender offer information agent, toll-free at (888) 625-2588 or BofA Securities, Inc., the dealer manager for the tender offer, toll-free at (888) 803-9655.
TriNet (NYSE: TNET) provides small and medium-sized businesses (SMBs) with full-service HR solutions tailored for the industry. To free SMBs from HR complexities, TriNet provides access to human capital expertise, benefits, risk mitigation and compliance, and payroll, all enabled through industry-leading technology capabilities. TriNet’s suite of products also includes services and software-based solutions to streamline workflows by connecting HR, benefits, employee engagement, payroll, and time and attendance. From Main Street to Wall Street, TriNet enables SMBs to focus on what matters most – growing their business and supporting their people. TriNet, Incredible starts here.
This press release contains statements that are non-historical, forward-looking in nature, or that depend on or relate to future events or conditions, or otherwise contain forward-looking statements, including statements regarding things such as TriNet’s ability to complete the tender offer and expected final numbers of the shares to be acquired and the price per share for the takeover bid. Forward-looking statements are frequently identified by the use of words such as, but not limited to, “ability,” “anticipate,” “believe,” “may,” “continue,” “could,” “design,” “estimate,” , “expect”, “forecast”, “guidance”, “hope”, “impact”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, ” aim”, “should”, “strategy”, “goal”, “value”, “will”, “would” and similar expressions or variations intended to identify forward-looking statements. These statements are not guarantees of future performance, but are based on management’s expectations as of the date of this release and assumptions, which by their nature are subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from the Company’s current expectations and any previous or future results, performance or achievements. Investors are cautioned not to place undue reliance on forward-looking statements.
Additional information regarding risks that could affect the Company’s results is contained in its filings with the SEC, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and others File the company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, which are available on the Investor Relations website at http://investor.trinet.com and on the SEC website at www.sec.gov. Copies of these documents are also available by contacting TriNet’s Investor Relations department at (510) 875-7201. Except as required by law, neither the Company nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements contained in this press release, and any forward-looking statements contained in this press release speak only as of the date of this release. Furthermore, the Company assumes no obligation and does not intend to update the Company’s forward-looking statements, except as required by law.
Renee Brotherton/Josh Gross
(408) 646-5103 / (347) 432-8300
SOURCE TriNet Group, Inc.