PITTSBURGH, Feb. 7, 2012 /PRNewswire/ -- Mastech Holdings, Inc. (NYSE Amex: MHH), a national provider of Information Technology and Specialized Healthcare staffing services, announced today that it is commencing a modified "Dutch auction" tender offer to repurchase up to 608,000 shares of its common stock, representing approximately 17% of Mastech's outstanding shares. The 608,000 shares represent the remaining shares available for purchase under Mastech's stock repurchase program, which was previously announced on December 23, 2010. The closing price of Mastech's common stock on the NYSE Amex on February 6, 2012 was $4.57.
Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the range of $4.65 to $5.50 per share. The low end of this range is greater than the closing price of Mastech's common stock on the NYSE Amex on February 6, 2012. Based on the number of shares tendered and the prices specified by the tendering shareholders, Mastech will determine the lowest per share price within the range that will enable it to buy 608,000 shares, or such lesser number of shares that are properly tendered.
If more than 608,000 shares are properly tendered at or below the determined price per share, Mastech will first purchase shares tendered by those shareholders owning fewer than 100 shares without pro ration, and then purchase all other shares on a pro rata basis, at the determined price per share. The number of shares subject to this tender offer may, at the discretion of Mastech, be increased by up to 2% of Mastech's outstanding shares, or approximately 71,382 shares, without amending or extending the tender offer.Shareholders whose shares are purchased in the offer will be paid the determined purchase price per share net in cash, without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered. The offer is subject to a number of other terms and conditions specified in the offer to purchase that is being distributed to shareholders. The offer will expire at 5:00 P.M., New York City Time, on Wednesday, March 7, 2012. The information agent for the offer is Georgeson Inc. None of Mastech, its board of directors or the information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by Mastech.
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