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8-K - FORM 8-K - CBIZ, Inc. | c06081e8vk.htm |
EX-10.2 - EXHIBIT 10.2 - CBIZ, Inc. | c06081exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - CBIZ, Inc. | c06081exv10w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
|
CONTACT: | Ware Grove Chief Financial Officer -or- Lori Novickis Director, Corporate Relations CBIZ, Inc. Cleveland, Ohio (216) 447-9000 |
CBIZ TO BUY SHARES FROM FOUNDER
COMPANY AMENDS ITS $275 MILLION UNSECURED CREDIT FACILITY
Cleveland, Ohio (September 15, 2010)-CBIZ, Inc. (NYSE:CBZ)(Company) today announced that it has
entered into an agreement with Westbury (Bermuda) Ltd. (Westbury), a company organized by CBIZ
founder Michael G. DeGroote, to purchase approximately 7.7 million shares of the Companys common
stock at a price of $6.25 per share. The Company also agreed to purchase an option expiring on
September 30, 2013 to purchase up to approximately 7.7 million shares of the Company held by
Westbury at a price of $7.25 per share.
Westbury, the Companys largest shareholder prior to the consummation of the transaction, has
agreed to the sale and option arrangements with respect to its entire ownership interest in the
Company as part of a program to facilitate Mr. DeGrootes estate planning. Prior to the sale,
Westburys holdings of approximately 15.4 million shares of the Company represented approximately
25% of the total shares outstanding of CBIZ.
Concurrently, the Company today also announced that it has amended its $275 million unsecured
credit facility led by Bank of America, NA. The amendment provides the Company with the
flexibility to purchase Westburys shares, to address a variety of options to refinance its
Convertible Notes due in June of 2011, and to continue its strategic growth strategy which includes
future acquisitions.
We are pleased with our unique national position in the professional services marketplace and the
underlying health of our business which enabled us to accommodate this transaction with Mr.
DeGroote, stated Steven Gerard, CBIZ Chairman and CEO. We will continue to be opportunistic with
our use of capital to create long-term value for the CBIZ shareholder. Our cash flow continues to
be strong and we remain focused on our growth goals by focusing on strategic acquisitions that will
complement the organic growth of our business. To reiterate our earlier guidance for 2010, we
continue to expect to achieve earnings per share for the full year within a close range of the
$0.52 per share reported for 2009 and full year EBITDA this year within a close range of the $85
million achieved in 2009, concluded Gerard.
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
The share purchase transaction is expected to close today, September 15, 2010, and providing for
the purchase of the shares and the related option, the level of debt outstanding on the Companys
bank credit facility is expected to be approximately $170 million. As a result of this
transaction, the fully diluted weighted average share count is expected to be approximately 59.5
million shares at year-end 2010 and approximately 55.0 million shares at year-end 2011. The
accretive impact of this transaction is expected to be approximately $0.04 per share in 2011.
Michael G. DeGroote, CBIZ founder stated, Over the 14 years that I have been a major shareholder
of CBIZ, I have watched with pride the continued growth and many accomplishments attained by the
Company and I am pleased to have been part of the formation of what has become a strong well
positioned professional services company today. However, at age 77, I am looking to realign assets
and this transaction will assist me to accomplish this. I continue to be supportive of the CBIZ
management teams efforts and I believe the future prospects for CBIZ are very bright.
CBIZ, Inc. provides professional business services that help clients better manage their finances
and employees. CBIZ provides its clients with financial services including accounting and tax,
internal audit, merger and acquisition advisory, and valuation services. Employee services include
group benefits, property and casualty insurance, retirement plan consulting, payroll, HR consulting
and wealth management. CBIZ also provides outsourced technology staffing support services,
healthcare consulting and medical practice management. As one of the largest benefits specialists
and one of the largest accounting, valuation and medical practice management companies in the
United States, the Companys services are provided through more than 150 Company offices in 36
states.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ materially from those
projected. Such risks and uncertainties include, but are not limited to, the Companys ability to
adequately manage its growth; the Companys dependence on the current trend of outsourcing business
services; the Companys dependence on the services of its CEO and other key employees; competitive
pricing pressures; general business and economic conditions; and changes in governmental regulation
and tax laws affecting its insurance business or its business services operations. A more detailed
description of such risks and uncertainties may be found in the Companys filings with the
Securities and Exchange Commission.
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
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