Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today announced that it is commencing a modified “Dutch auction” tender offer to repurchase shares of its common stock up to an aggregate purchase price of $50 million. Additionally, Insperity announced today that its board of directors has declared a special cash dividend of $1.00 per share of common stock. The tender offer and special dividend are expected to return to stockholders approximately $76 million in 2012.
“With a strong cash position, no debt and substantial cash flow expected from future growth, we believe the combination of a tender offer to invest in our own company and this special dividend represents a balanced approach to both short and long-term return to stockholders,” said Paul J. Sarvadi, Insperity chairman and chief executive officer.
Pursuant to the tender offer, company stockholders may tender all or a portion of their shares (1) at a price per share of not less than $27.00 and not more than $31.00; 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, Insperity will select the lowest price within the range of prices specified above (the “purchase price”) enabling Insperity to purchase up to $50 million in common stock. Stockholders will receive the purchase price in cash, without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tenders in the event that the aggregate cost to purchase all of the shares tendered at or below the purchase price exceeds $50 million. These provisions are described in the Offer to Purchase relating to the tender offer that will be distributed to stockholders. All shares purchased by Insperity will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders.
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