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USIS ups bid for HireRight to fend off potential third-party buyer
By Lisa Kerner
Charlotte, N.C., July 30 - HireRight, Inc., US Investigations Services, LLC and USIS subsidiary Hercules Acquisition Corp. amended their June 9 merger agreement for the second time, it was announced on Wednesday.
The second amendment increases the consideration payable to HireRight stockholders to $19.75 per share in cash from $18.75 per share and provides that any superior proposal as defined in the agreement be at least $20.25 per share.
According to a form 8-K filing with the Securities and Exchange Commission, the increased consideration is in response to a binding proposal HireRight received from a third party to acquire the company for $19.00 per share.
The proposal was deemed superior by HireRight's board of directors, the filing said.
In addition, the latest amendment sets the termination fee payable to USIS by HireRight under certain circumstances at $6.85 million, up from $5.37 million in the original merger agreement. The first amendment on July 23 increased the termination fee to $6.5 million.
It was previously reported that the merger was expected to close in the third quarter. Under the terms of the original offer, USIS would pay HireRight stockholders $15.60 per share in cash in a deal valued at approximately $195 million.
USIS provides security screenings, background investigations, employment and drug screening services, automotive insurance underwriting services and national security solutions to government and corporate clients. The company is located in Falls Church, Va.
HireRight, based in Irvine, Calif., provides on-demand employment background and drug screening solutions.
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