ORANGE, Calif. & ATLANTA–(BUSINESS WIRE)–Volt Information Sciences, Inc. (NYSE-AMERICAN: VOLT), a global provider of staffing services, and Vega Consulting, Inc., an affiliate of ACS Solutions, a global provider of information technology solutions and services (www.acsicorp.com), announced today that Volt and Vega have entered into a definitive merger agreement under which Volt will be acquired for $6.00 per share in cash. This per share purchase price represents a premium of 99% to the Company’s closing stock price on March 11, 2022.
Vega will commence a tender offer no later than March 25, 2022 to acquire all outstanding shares of Volt for $6.00 per share in cash. The merger agreement was approved by Volt’s board of directors, which recommends that Volt stockholders tender their shares in the offer.
Raj Sardana, Chief Executive Officer of ACS Solutions, commented, “We’re pleased to announce the plan to acquire Volt, and look forward to welcoming their talented teams to our family of companies. This transaction will diversify our business mix by adding a sizable commercial staffing and MSP business to our staffing services portfolio, further expanding our suite of services and offerings.”
Volt’s President and Chief Executive Officer, Linda Perneau, added, “This acquisition offers Volt a compelling opportunity for continued growth. With ACS Solutions as our sister company, we will be in a position to accelerate investments in technology, enhance our capabilities, expand our operations, and ultimately deliver better value to our clients — all complementing the superior client service that has come to be synonymous with the Volt brand.”
In connection with the execution of the merger agreement, certain of Volt’s stockholders, directors and executive officers holding approximately 26% in the aggregate of the Company’s outstanding shares entered into agreements in which they agreed to tender all of their shares in the tender offer.
The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least two-thirds of the Company’s outstanding common stock in the tender offer. Following the successful completion of the tender offer, Vega will acquire any remaining shares not tendered in the tender offer through a second-step merger at the same price.
The merger agreement provides for a “go-shop” period during which Volt – with the assistance of Foros, its exclusive financial advisor – will actively solicit, evaluate and potentially enter into negotiations with, and provide due diligence access to, parties that submit alternative proposals. The go-shop period will extend for 30 calendar days until April 11, 2022. Volt will have the right to terminate the merger agreement to enter into a superior proposal, subject to the conditions and procedures specified in the merger agreement. There can be no assurance that this process will result in a superior proposal. Volt does not intend to disclose developments during this process unless its Board of Directors makes a decision with respect to any potential superior proposal.
The transaction is expected to close in the second calendar quarter of 2022. After closing, Volt will become a privately-held company and shares of Volt common stock will no longer be listed on any public market. For further information regarding the terms and conditions contained in the merger agreement, please see Volt’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with this transaction.
Foros is acting as financial advisor to Volt and Milbank LLP is acting as legal counsel to Volt. Kilpatrick Townsend and Stockton LLP is acting as legal counsel to Vega.
First Quarter 2022 Financial Results Update
Volt will issue a press release with its financial results for its first fiscal quarter of 2022 before the market opens on Tuesday, March 15, 2022, but, in light of the announced transaction, the earnings conference call that was scheduled for Tuesday, March 15, 2022 at 5:00 p.m. ET will no longer be held.
About Volt Information Sciences, Inc.
Volt is a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consist of workforce solutions that include providing contingent workers, personnel recruitment services and managed staffing services programs supporting primarily administrative, technical, information technology, light-industrial and engineering positions. Our managed staffing programs involve managing the procurement and on-boarding of contingent workers from multiple providers. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation and utilities. For more information, visit www.volt.com.
About ACS Solutions
ACS Solutions solves complex business challenges with innovative technology solutions that are driven by technical skill, business acumen and passion. ACS Solutions is a global provider of information technology solutions and services with in excess of $1.5 billion in annual revenue. Headquartered in Atlanta, Georgia, ACS Solutions has served Fortune 1000 companies globally for over 21 years. The company employs more than 27,000 employees and consultants worldwide and has offices and development centers across the US and abroad. For more information, please visit acsicorp.com.
