Resources Connection commences modified Dutch auction tender offer
Resources Connection announced the commencement of a modified "Dutch auction" tender offer to purchase up to 6M shares of its common stock at a price per share not greater than $16.00 nor less than $13.50. The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, November 15, 2016, unless extended or earlier terminated by the Company. Tenders of shares of Common Stock must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. The full terms and conditions of the tender offer are described in the Offer to Purchase, the related Letter of Transmittal and other materials relating to the tender offer that are being filed today with the SEC and are being distributed to shareholders. 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, 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If fewer shares are properly tendered, the Company will purchase all shares that are properly tendered and not properly withdrawn at the purchase price.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," 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.