UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by the Registrant x | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
x | Soliciting Material Pursuant to §240.14a-12 | ||
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HIRERIGHT, INC. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
x | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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o | Fee paid previously with preliminary materials. | ||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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THIS FILING CONSISTS OF A SLIDE SHOW REGARDING THE PROPOSED MERGER.
| Special Town Hall Meeting Eric Boden June 9, 2008 |
| Today’s Announcement + Publicly announced today around 2pm (PST) Definitive agreement signed Approved by Boards of both companies Subject to additional approvals and conditions Expected to close later this year HireRight to Merge with USIS Commercial Services Business |
| About USIS Company overview » $800+ million in revenue, profitable » Founded in 1996 as US Government “spin-off” » HQ in Falls Church, VA Owned by Providence Equity Partners » Top-tier private equity firm » Strong investment record • CDW, MGM, Univision, Freedom Communications (OC Register) Three businesses » National Security Division (NSD) – Gov. security solutions » Investigative Services Division (ISD) – Gov. sector screening » Commercial Services Division (CSD) • Vertical focus: Transportation, insurance, retail • High-quality, extensive customer base |
| Why Merge? Accelerate pursuit of strategic goals Leverage complementary businesses Create customer value Build long-term strength Deliver shareholder return Ensure access to capital |
| Vision for the Combined Company “A leading global provider of on-demand employment background and drug screening solutions” Global coverage and scale Unique and sustainable differentiation Innovative, market-leading solutions Culture of customer focus Extensive domain expertise Growth and profitability |
| The Next Few Months We will remain competitors until the deal closes An integration planning process will be established over the next month » All interaction with USIS will be through this process » Details will be provided when available » All functions will be represented Regular and frequent communication » Scheduled meetings and updates » As new information is available Please maintain focus on delivering to our company, team, and individual commitments |
| Customer Focus Customer focus is the single biggest success factor for the merger! » Meet commitments » Deliver outstanding service » Maintain customer satisfaction » Communicate professionally » Address any questions or concerns |
| Transaction Overview HireRight shareholders to receive $15.60 / share » 54% premium over close price on June 6 » 65% premium over 30-day average close price Payments will occur at the transaction close » HireRight stock continues to trade until then Subject to shareholder and regulatory approval No financing contingencies |
| Resources HireRight.com/merger Intranet site Management team Human Resources |
| Q & A FAQs Management team Regular communications |
| About USIS USIS is a leading provider of security screenings, background investigations, employment and drug screening services, automotive insurance underwriting services, and national security solutions to government and corporate clients. Headquartered in Falls Church, Va., the company has more than 7,000 employees that support business operations in all 50 states, U.S. territories, and overseas. USIS was formed in July 1996 following a White House initiative that led to the establishment of US Investigations Services, Inc. (USIS) as the first privatization of a government program into the private sector. Today, the company is owned by Providence Equity Partners, the largest global private equity firm dedicated to investing in the media, information services and communications industries. USIS’ three businesses include the Investigative Services Division, the largest supplier of background investigations to the federal government and a provider of screening services to law enforcement agencies and first responder organizations; the Commercial Services Division, one of the nation’s largest employment and drug screening companies that serves the needs of more than 33,000 businesses across the U.S.; and the National Security Division, a global provider of specialized national security solutions that support the mission critical needs of a wide-range of federal programs. About HireRight HireRight is a leading provider of on-demand employment background and drug screening solutions that help employers efficiently implement, manage and control screening programs. Many companies, including more than 65 of the Fortune 500, trust HireRight because the company delivers customer-focused solutions that provide greater efficiency and faster results. HireRight also provides pre-integrated employment screening services through enterprise e-recruiting solutions from top providers such as Oracle/PeopleSoft, Taleo, Vurv, ADP/VirtualEdge and PeopleAdmin. HireRight's worldwide headquarters are located in Irvine, Calif., with offices and affiliates around the globe. Additional I nformati on about the Merger and Where to Fi nd It This communication is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of HireRight, and it is not a substitute for any proxy statement or other filings that may be made with the SEC should this proposed merger go forward. In connection with the proposed merger, HireRight plans to file a proxy statement with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. A definitive proxy statement will be sent to the stockholders of HireRight. Investors and security holders may also obtain a free copy of the proxy statement (when available) and other documents filed by HireRight with the SEC at the SEC’s web site at http://www.sec.gov. Free copies of the proxy statement (when available) and other documents filed by HireRight with the SEC may also be obtained by requesting them in writing from HireRight at 5151 California Avenue, Irvine, CA 92617, or by telephone at 949.428.5855. Proxy Solicitation HireRight and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of HireRight’s participants in such solicitation, including their respective security holdings, is set forth in HireRight’s annual proxy statement, which was filed with the Securities and Exchange Commission on April 8, 2008. Investors may obtain additional information regarding this transaction, HireRight and the interests of HireRight’s participants in such solicitation by reading the proxy statement for such merger when it becomes available. Safe Harbor Statement under the Priv ate Securities Litigation Reform Ac t of 1995 This message may contain forward-looking statements based on current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by the companies. Words such as ''anticipates,'' ''expects,'' ''intends,'' ''plans,'' ''believes,'' ''seeks,'' ''estimates,'' ''may,'' ''will'' and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to statements regarding the impact of the merger, including but not limited to, the companies’ expectations with respect to the combined companies available solutions, leadership position, competitive strengths and positioning; client base, as well as the anticipated synergies, efficiencies and advantages resulting from the merger; the approval of the merger transaction by stockholders and regulators; the satisfaction of the closing conditions to the merger transaction; the lack of financing conditions; the completion of the merger on stated terms; and the timing of the completion of the merger transaction. Such statements speak only as of the date hereof and are subject to change. The companies undertake no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to, the risk the companies’ businesses and their relationships with customers, employees or suppliers could suffer due to the uncertainty relating to the merger; that the merger may not be consummated, may be consummated on different terms or may be delayed; that anticipated synergies and strategic benefits from the merger may not be fully realized; that a failure to satisfy conditions to close the merger, including obtaining the requisite regulatory and stockholder approvals, may occur; and the various other risks and uncertainties described in the “Risk Factors”section of HireRight’s Annual Report on Form 10-K for the year ended December 31, 2007, and the general economic and political conditions and specific conditions that may impact company operations, including hiring trends. Further information on HireRight, Inc., including additional risk factors that may affect forward looking statements, is contained in its Annual Report on Form 10-K and in its other SEC filings that are available through the SEC’s website (www.sec.gov). |
