PAYCHEX,INC. (NASDAQ:PAYX) Files An 8-K Regulation FD DisclosureITEM 7.01REGULATION FD
Paychex, Inc. (the “Company” or “Paychex”) has been notified of an unsolicited mini-tender offer made by TRC Capital Corporation (“TRC”) to purchase up to two million Paychex common shares, or approximately 0.56% of the common shares outstanding, at a price of $54.75 per share in cash. TRC has indicated that the tender offer is made solely for investment purposes, with no intent to influence the Company’s Board of Directors or management.Nonetheless,Paychex does not endorse this unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to the offer.
Paychex cautions shareholders that the mini-tender offer has been made at a below-market price, representing a price that is 4.07%lower than the closing price of Paychex common shares on the NASDAQ Global Select Market as of September 1, 2017, the last trading day before the mini-tender offer was commenced.In addition, the offer is subject to a number of conditions.
Paychex is not associated with TRC, its mini-tender offer, or the mini-tender offer documentation.
The United States Securities and Exchange Commission (“SEC”) has published investor tips regarding mini-tender offers on its website at http://www.sec.gov/investor/pubs/minitend.htm. The SEC states, "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." Paychex also encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC's website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Paychex urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC’s offer. Paychex recommends that shareholders take no action in response to TRC’s mini-tender offer. According to TRC's offer documents, Paychex shareholders who have already tendered their shares may withdraw their shares at any time before 12:01 a.m. EDT on October 4, 2017 by following the procedures described in the TRC offer documents.
Paychex requests that a copy of this Current Report on Form 8-K be included with all distributions of materials relating to TRC's mini-tender offer related to Paychex common shares.
About PAYCHEX,INC. (NASDAQ:PAYX)
Paychex, Inc. is a provider of integrated human capital management (HCM) solutions for payroll, human resource (HR), retirement and insurance services for small- to medium-sized businesses in the United States. The Company also has operations in Germany. The Company offers services, including Payroll processing, Human Resource Services, and Accounting and Financial Services. As of May 31, 2016, the Company serviced approximately 605,000 payroll clients. It offers a portfolio of HCM services and products that allows its clients to meet their payroll and HR needs. Its payroll-related ancillary services and human resource service (HRS) offerings often leverage the information gathered in the base payroll processing service, allowing it to provide outsourcing services covering the HCM spectrum. The Company, through its HCM software-as-a-service platform, Paychex Flex, provides an integrated product suite that covers the employee life cycle from recruiting and hiring to retirement.