UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
VOLT INFORMATION SCIENCES, INC.
(Name of Subject Company)
VOLT INFORMATION SCIENCES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
928703107
(CUSIP Number of Common Stock)
Nancy Avedissian
Senior Vice President, Chief Legal Officer & Corporate Secretary
2401 N. Glassell Street
Orange, California 92865
(714) 921-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
Adam R. Moses
Jason T. Anderson
Milbank LLP
2029 Century Park East, 33rd Floor
Los Angeles, California 90067-3019
(424) 386-4000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Volt Information Sciences, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2022 (as amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Vega MergerCo, Inc., a New York corporation (“Merger Sub”) (a wholly owned subsidiary of Vega Consulting, Inc., a Delaware corporation (“Parent”)), to acquire any and all issued and outstanding Shares pursuant to the Agreement and Plan of Merger, dated as of March 12, 2022, among the Company, Parent and Merger Sub (as it may be amended from time to time, the “Merger Agreement”) at a purchase price of $6.00 per Share, net to the seller of such Shares in cash, without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time) filed by Parent and Merger Sub with the SEC on March 25, 2022. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 8. Additional Information.
“Item 8. Additional Information” of the Schedule 14D-9 is hereby amended and supplemented by adding the following immediately after the end of subsection “(j) Go-Shop Period” of Item 8 of the Schedule 14D-9:
“(k) Final Results of the Offer and Completion of Merger.
The Offer expired as scheduled at one minute after 11:59 p.m. (12:00 midnight), New York City Time, on April 21, 2022. Computershare Trust Company, N.A. (the “Depositary and Paying Agent”) has advised Parent that, as of that time, 19,423,599 Shares had been validly tendered and not withdrawn in the Offer. Such tendered Shares represent approximately 87.89% of the outstanding Shares. In addition, 247,814 Shares were tendered through notices of guaranteed delivery in the form accompanying the Offer ( “Notices of Guaranteed Delivery”) with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees, representing approximately 1.12% of the outstanding Shares. Merger Sub has accepted for payment all Shares validly tendered and not withdrawn (other than Shares tendered through Notices of Guaranteed Delivery with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees prior to such acceptance) and will promptly pay for such Shares in accordance with the terms of the Offer.
Parent has advised us that, pursuant to the Merger Agreement, on April 22, 2022, Merger Sub intends to exercise the Top-Up Option to purchase, at a price per Share equal to $6.00, an aggregate number of additional Shares that, when added to the number of Shares owned by Parent and its subsidiaries immediately prior to the exercise of the Top-Up Option, would constitute one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis.
Parent has advised us that, following the exercise of the Top-Up Option, Merger Sub intends to effect a short-form merger with the Company under the NYBCL. The Merger is expected to be consummated on April 25, 2022, at which time the Company will become a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share that was issued and outstanding immediately prior to the Effective Time (other than Shares owned directly or indirectly by the Company, Parent or Merger Sub) will be converted automatically into the right to receive the Merger Consideration (subject to appraisal rights). The Depositary and Paying Agent will mail to the remaining former shareholders of the Company materials necessary to exchange their former Shares for such payment.
1
Parent has advised us that, as promptly as practicable after the consummation of the Merger, it intends to cause all Shares to be delisted from the NYSE American stock exchange and deregistered under the Exchange Act, after which the Company will no longer have reporting obligations under the Exchange Act.”
Item 9. Exhibits.
“Item 9. Exhibits” of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. |
Description | |
| (a)(5)(G) | Joint Press Release, dated as of April 22, 2022. | |
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 22, 2022
| VOLT INFORMATION SCIENCES, INC. | ||
| By: | /s/ Linda Perneau | |
| Name: | Linda Perneau | |
| Title: | President and Chief Executive Officer |
3
Exhibit (a)(5)(G)
Volt and Vega Consulting Announce Final Results of Tender Offer to Acquire Volt
ORANGE, CA & ATLANTA, GA – April 22, 2022 – Volt Information Sciences, Inc. (NYSE American: VOLT) (“Volt” or the “Company”), a global provider of staffing services, and Vega Consulting, Inc. (“Parent”), an affiliate of American CyberSystems, Inc. (“ACS”), a global provider of information technology solutions and services (www.acsicorp.com) announced today the expiration of the previously announced tender offer (the “Offer”) by Vega MergerCo, Inc. (“Merger Sub”) (a wholly owned subsidiary of Parent), to acquire any and all issued and outstanding shares of common stock of the Company (each, a “Share”) at a purchase price of $6.00 per Share (such amount, or any other amount per Share from time to time in accordance with the terms of the Merger Agreement, the “Offer Price”), net to the seller of such Shares, in cash, without interest.
The Offer expired as scheduled at one minute after 11:59 p.m. (12:00 midnight), New York City Time, on April 21, 2022. Computershare Trust Company, N.A. (the “Depositary and Paying Agent”) has advised Parent that, as of that time, 19,423,599 Shares had been validly tendered and not withdrawn in the Offer. Such tendered Shares represent approximately 87.89% of the outstanding Shares. In addition, 247,814 Shares were tendered through notices of guaranteed delivery in the form accompanying the Offer ( “Notices of Guaranteed Delivery”) with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees, representing approximately 1.12% of the outstanding Shares. Merger Sub has accepted for payment all Shares validly tendered and not withdrawn (other than Shares tendered through Notices of Guaranteed Delivery with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees prior to such acceptance) and will promptly pay for such Shares in accordance with the terms of the Offer.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 12, 2022, among Volt, Parent and Merger Sub (the “Merger Agreement”), on April 22, 2022, Merger Sub intends to exercise the “top-up” option granted to Merger Sub by the Company (the “Top-Up Option”) to purchase, at a price per Share equal to $6.00, an aggregate number of additional Shares (the “Top-Up Shares”) that, when added to the number of Shares owned by Parent and its subsidiaries immediately prior to the exercise of the Top-Up Option, would constitute one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis.
In accordance with the Merger Agreement, Merger Sub intends to effect a “short-form” merger with the Company under the applicable provisions of the Business Corporation Law of the State of New York on April 25, 2022, at which time the Company will become a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share that was issued and outstanding immediately prior to the effective time of the Merger (other than Shares owned directly or indirectly by the Company, Parent or Merger Sub) will be converted automatically into the right to receive the Offer Price in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement (subject to appraisal rights).
As promptly as practicable after the consummation of the Merger, Parent intends to cause all Shares to be delisted from the NYSE American stock exchange and deregistered under the Securities Exchange Act of 1934, after which the Company will no longer have reporting obligations thereunder.
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 American CyberSystems, Inc.
ACS is a leading global information technology, consulting, and business solutions company. Since 1998, ACS has been a trusted partner to customers worldwide in their information technology transformation journey. ACS offers application development and maintenance, data warehousing, business intelligence, enterprise resource planning, staffing, and workforce management services. ACS’ extensive experience serving many industries is powered by a passion for innovation and delivered by ACS’ world-class employees and consultants. This enables ACS’ clients to grow and run their businesses more efficiently and drives exceptional results. Headquartered in Atlanta, Georgia, ACS has over $1.7 billion in annual revenue with more than 20,000 employees and consultants worldwide. For more information, please visit www.acsicorp.com.
Important Information
The tender offer described in this communication commenced on March 25, 2022. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Shares. On March 25, 2022, Parent and Merger Sub filed with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO with the SEC, and Volt filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. VOLT SHAREHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Shareholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties at the SEC’s web site at www.sec.gov or on Volt’s website at www.volt.com.
Forward-Looking Statements
This document includes forward-looking statements which reflect management’s current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Volt cannot assure investors that future developments affecting Volt will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the Merger; uncertainty surrounding how many of Volt’s shareholders will tender their Shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in Volt’s most recent Annual Report on Form 10-K filed with the SEC on January 13, 2022 and available at www.sec.gov, and other filings that Volt may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Volt’s assumptions prove incorrect, the Volt’s actual results may vary in material respects from those projected in these forward-looking statements.
Any forward-looking statement made by Volt in this document speaks only as of the date hereof. Factors or events that could cause the Volt’s actual results to differ may emerge from time to time, and it is not possible for Volt to predict all of them. Volt does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
For Inquiries:
Volt Information Sciences, Inc.
voltinvest@volt.com