Volt Announces Cancelation of its 2022 Annual Meeting of Shareholders

Rhea-AI Summary

Volt Information Sciences, Inc. (NYSE American: VOLT) has announced the cancellation of its 2022 Annual Meeting of Shareholders, originally set for April 20, 2022. This decision is attributed to an ongoing tender offer by Vega MergerCo, Inc. to acquire all outstanding shares based on a Merger Agreement dated March 12, 2022. The merger is anticipated to close in Q2 2022, which will result in Volt's shares being delisted. The board will reevaluate the Annual Meeting's schedule if the merger is not finalized.

Positive

• None.

Negative

• Annual Meeting cancellation may indicate operational disruptions.
• Volt's common stock will be delisted upon merger completion.

ORANGE, Calif.--(BUSINESS WIRE)-- Volt Information Sciences, Inc. (NYSE American: VOLT), a global provider of staffing services, announced that the board of directors (the “Board”) has canceled the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) which was scheduled for April 20, 2022.

The Annual Meeting has been canceled due to the ongoing tender offer by Vega MergerCo, Inc., a New York corporation (“Merger Sub”) (a wholly-owned subsidiary of Vega Consulting, Inc., a Delaware corporation (“Parent”)), to acquire any and all issued and outstanding shares pursuant to the Agreement and Plan of Merger, dated as of March 12, 2022, among Volt, Parent and Merger Sub (as it may be amended from time to time, the “Merger Agreement,” and the transactions contemplated thereunder, the “Merger”). If the Merger is not consummated pursuant to the terms of the Merger Agreement, the Board will reschedule the Annual Meeting for a later date.

The Merger is expected to close in the second quarter of 2022, subject to customary closing conditions. Volt expects that the current members of the Board will continue as directors until the closing of the transaction. Upon closing of the transaction, Volt common stock will no longer be listed on any public market.

About Volt Information Sciences, Inc.

Volt is a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consist of workforce solutions that include providing contingent workers, personnel recruitment services and managed staffing services programs supporting primarily administrative, technical, information technology, light-industrial and engineering positions. Our managed staffing programs involve managing the procurement and on-boarding of contingent workers from multiple providers. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation and utilities. For more information, visit www.volt.com.

Important Information

The tender offer described in this communication commenced on March 25, 2022. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Volt common stock. On March 25, 2022, Parent and Merger Sub filed with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO with the SEC, and Volt filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. VOLT SHAREHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Shareholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties at the SEC’s web site at www.sec.gov or on Volt’s website at www.Volt.com.

Forward-Looking Statements

This document includes forward-looking statements which reflect management’s current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Volt cannot assure investors that future developments affecting Volt will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the Merger; uncertainty surrounding how many of Volt’s shareholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in Volt’s most recent Annual Report on Form 10-K filed with the SEC on January 13, 2022 and available at www.sec.gov, and other filings that Volt may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Volt’s assumptions prove incorrect, the Volt’s actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by Volt in this document speaks only as of the date hereof. Factors or events that could cause the Volt’s actual results to differ may emerge from time to time, and it is not possible for Volt to predict all of them. Volt does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220413005991/en/

For Volt Inquiries:

Volt Information Sciences, Inc.

voltinvest@volt.com

Joe Noyons

Three Part Advisors

jnoyons@threepa.com

817-778-8424

Source: Volt Information Sciences, Inc.

FAQ

Why was the 2022 Annual Meeting of Volt (VOLT) canceled?

The Annual Meeting was canceled due to an ongoing tender offer by Vega MergerCo, Inc. for all outstanding shares of Volt.

When is the expected closing date for the Volt (VOLT) merger?

The merger is expected to close in the second quarter of 2022, subject to customary closing conditions.

What will happen to Volt's stock after the merger?

Volt's common stock will no longer be listed on any public market following the merger's completion.

What should Volt (VOLT) shareholders read regarding the tender offer?

Shareholders are advised to read the Schedule TO and Schedule 14D-9 filed with the SEC for important information about the tender offer.