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Barrett Business Services Inc. (NASD: BBSI) is repurchasing approximately 3 million shares, which represent 30 percent of all shares of outstanding common stock, for $59.7 million in a deal that will end a fight for control of the company.
Share to be repurchased include all 2.5 million shares held by the estate of its late President and CEO William Sherertz. The widow of Sherertz, Kimberly Jacobson Sherertz, had been fighting to replace the current board with a new board and had been pushing for a special shareholder meeting. In addition, the deal includes 500,000 shares owned by Nancy Sherertz, another former wife.
CEO Michael Elich said in a conference call with analysts that the repurchase by the company is an attractive investment for all shareholders.
“The proxy fight, itself, did not drive our decision,” Elich said. Instead, it served as a catalyst to bring all parties together for a mutually agreed-upon outcome, he said.
The deal is expected to close by April 6.
Barrett will use a combination of $24.9 million in cash and nonconvertible, non-voting, redeemable preferred stock for an aggregate purchase price of approximately $59.7 million. The initial dividend rate on the preferred stock will be 5 percent per year and the dividend rate will increase by 2 percent annually beginning April 1, 2013, until all the preferred shares have been redeemed. The preferred shares will be subject to mandatory redemption in five years.
Barrett ranks No. 39 on Staffing Industry Analysts’ 2011 list of largest U.S. staffing firms. The Vancouver, Wash.-based firm provides staffing and professional employer organization (PEO) services.