Hireright (MM) (NASDAQ:HIRE)
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US Investigations Services, Inc. (USIS), a leading provider of
employment screening solutions and the largest provider of security
investigations to the federal government, and HireRight, Inc.
(NasdaqGM:HIRE), a leading provider of on-demand employment background
and drug screening solutions, today announced the completion of the
HireRight acquisition.
The transaction is valued at approximately $249 million. Under terms of
the agreement, which was approved by HireRight’s
stockholders on August 18, USIS will pay HireRight stockholders $19.75
per share in cash.
The strategic combination of the two companies creates the largest
employment screening company in the world. Together, USIS Commercial
Services and HireRight will provide customers with a comprehensive and
integrated range of solutions for managing and mitigating
employment-related business risk. The combined company will deliver
on-demand screening applications built with state-of-the-art
technologies delivering outstanding user experience, quality,
turn-around time, and extensive process and workflow automation. The
combined company will provide customer-focused business solutions and
critical information services to more than 27,000 customers, ranging
from small businesses to global enterprises, including approximately 21%
of the U.S. Fortune 500 companies and more than 30% of the Fortune 100.
“The combined company is much more than a
background information or employment screening company,”
said Michael Cherkasky, USIS CEO. “Through
this strategic combination we become an information solutions company, a
company that collects, processes, and analyzes information, and then
delivers great advice to help a client solve a problem. We create
solutions for our customers through our software, databases, superior
processes, and consultative approach.”
Eric Boden, HireRight President and CEO, will lead the combined
commercial business and report to Mr. Cherkasky. Phillip McVey, USIS
Commercial Services Division President, will lead the business
integration process and assist Messrs. Cherkasky and Boden in growing
the business following the integration.
Together, USIS and HireRight will offer deep expertise in helping
organizations of all sizes efficiently implement, manage, and control
their employment screening programs. The combined company will have the
technology, services portfolio, financial resources, and subject matter
expertise to meet the complex requirements demanded by leading employers
around the globe. Customers will have access to a wide range of
competitively unique services delivered globally in over 200 countries
and territories.
USIS and its controlling stockholder, Providence Equity Partners,
received financial advice from Lehman Brothers Inc. and Portico Capital
Securities LLC, and legal advice from Debevoise & Plimpton LLP. Credit
Suisse acted as financial advisor to HireRight, and Dorsey & Whitney LLP
provided legal advice to HireRight.
Safe Harbor Statement under the Private Securities Litigation Reform
Act 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. 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, that anticipated synergies
and strategic benefits from the merger may not be fully realized; 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).