BRADENTON, FL, March 5, 2009 – Gevity (NASDAQ: GVHR), a leading professional employer organization (PEO) that provides HR services to businesses nationwide, today announced that it has entered into a definitive merger agreement with TriNet Group, Inc. pursuant to which TriNet would acquire all of the outstanding common stock of Gevity in an all-cash transaction valued at $4.00 per share, which represents a premium of approximately 97% over the stock’s closing price on March 4, 2009.
The transaction is expected to close in the second quarter of 2009 and is subject to the approval of Gevity’s shareholders, customary regulatory approvals and other closing conditions. Following the closing, the combined companies will beprivately held and will operate under the leadership of TriNet president and CEO Burton M. Goldfield. TriNet Group, Inc., headquartered in the San Francisco Bay Area, is a privately held provider of human resource outsourcing services for small business. TriNet’s largest shareholder, General Atlantic, LLC, a global growth equity firm, also owns approximately 9.5% of Gevity’s outstanding common stock.
ValueAct Capital Management, LP, which is Gevity’s largest shareholder and is also represented on Gevity’s board, has agreed to vote its shares in favor of the recommended merger transaction. Gevity’s Chairman and Chief Executive Officer, Michael J. Lavington, commented that “The Company’s board of directors has concluded a lengthy evaluation of numerous strategic alternatives to enhance shareholder value and has concluded that joining forces with TriNet is in the best interests of our shareholders. We believe the new organization created by this merger will build upon the complimentary strengths of both companies to provide superior value for our clients, employees and all stakeholders.”
Credit Suisse Securities (USA) LLC is acting as Gevity’s financial advisor and King & Spalding LLP is acting as Gevity’s legal advisor.
Declaration of 33rd Consecutive Dividend
Gevity also announced today that its board of directors declared a cash dividend of $0.05 per share of common stock payable on April 30, 2009 to shareholders of record on April 16, 2009.
Postponement of Annual Meeting
In connection with the proposed merger transaction, the Annual Meeting of Shareholders has been postponed from May 20, 2009 until a date to be determined by the board of directors.
About Gevity
As a leading provider of HR solutions, Gevity helps small businesses nationwide maximize performance through its world-class HR expertise and services — including payroll, benefits, administrative processing, risk management, policies and procedures, new hire support, performance management, and employee development and retention. For more information, visit gevity.com.