RESOURCES CONNECTION INC RGP

expiry = 2016-11-15...s Connection, Inc. of Up to 6,000,000 Shares of Its Common Stock at a Purchase Price Not Greater than $16.00 per Share nor Less than $13.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 15, 2016, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Resources Connection, Inc., a Delaware corporation (the “Company,” “Resources,” “we,” or “us”), invites its stockholders to tender...

listed = True...on October 12, 2016). See Section 1. The Offer is not conditioned on obtaining financing or on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. Table of Contents The Shares are listed and traded on the NASDAQ Global Select Market (the “NASDAQ”) under the symbol “RECN.” On October 14, 2016, the last full trading day prior to the announcement of the Offer, the last reported sale price of the Shares was $13.10 per Share. On October 17, 2016, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $13.06 per Share. Stockhol...

listed = True...unting firm. Today, we are a publicly traded company with over 3,300 professionals, annually serving over 1,800 clients around the world from 68 practice offices. Headquartered in Irvine, California, RGP has served 86 of the Fortune 100 companies. The Company is listed on the NASDAQ Global Select Market, the exchange’s highest tier by listing standards. More information about RGP is available at http://www.rgp.com. (RECN-F) Certain statements in this press release are “forward-looking statements.” Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expec...

mechanism = DUTCH...2, 2016. See Section 1. What is the purpose of the Offer? We believe that the Offer is a prudent use of our financial resources and provides an efficient way of returning capital to stockholders while providing long-term stockholder value. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents a mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares more rapidly than would be possible through open market purchases, and thereby receive a return of some or all of their investment if they so elect. We believe that the Offer...

mechanism = DUTCH...)(5)(C) Immediate Release Media Contact: Michael Sitrick (US+) 1-310-788-2850 mike_sitrick@sitrick.com Analyst Contact: Herb Mueller, Chief Financial Officer (US+) 1-714-430-6500 herb.mueller@rgp.com Resources Connection, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer IRVINE, Calif., November 16, 2016 – Resources Connection, Inc. (NASDAQ: RECN), a multinational business consulting firm, operating as Resources Global Professionals (the “Company” or “RGP”) today announced the preliminary results of its modified “Dutch auction” tender offer to purchase up to 6,000,000 shares of its common st...

must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section captioned “Odd Lots” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nomine...

price = USD 13.5-16.0...a modified “Dutch auction,” which allows you to select the price (in increments of $0.10), within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $13.50 to $16.00 per Share. We will select the lowest purchase price, not greater than $16.00 per Share nor less than $13.50 per Share, that will allow us to purchase up to 6,000,000 Shares or a lower number of Shares depending on the n...

threshold = 100...ng provisions will apply to the greater amount. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal, and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot 13 Table of Contents holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Secti...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d271780dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Resources Connection, Inc. of Up to 6,000,000 Shares of Its Common Stock at a Purchase Price Not Greater than $16.00 per Share nor Less than $13.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 15, 2016, UNLESS THE OFFER IS EXTENDED (SUCH TI...

txn_type = TENDER_OFFER...alif., November 16, 2016 – Resources Connection, Inc. (NASDAQ: RECN), a multinational business consulting firm, operating as Resources Global Professionals (the “Company” or “RGP”) today announced the preliminary results of its modified “Dutch auction” tender offer to purchase up to 6,000,000 shares of its common stock (“Common Stock”) at a price per share not greater than $16.00 nor less than $13.50, which expired at 12:00 midnight, New York City time, on Tuesday, November 15, 2016. Based on the preliminary count by the depositary for the tender offer, a total of approximately 6,740,489 shares of the Company’...