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Suit seeks to stop Gevity acquisition

March 20 2009

A lawsuit to stop the acquisition of Gevity HR Inc. (NASD: GVHR) by the TriNet Group Inc. was filed in Florida, according to Gevity's 10-K filing with the U.S. Securities and Exchange Commission. The suit names the Bradenton FL-based professional employer organization, its directors and TriNet as defendants. It argues Gevity's board breached its fiduciary duties to shareholders in approving the merger. Gevity said in its 10-K filing it believes the lawsuit is without merit.

The Tampa Bay Business Journal named the plaintiff in the case as Judy Crump.

TriNet, a San Leandro CA-based PEO, announced earlier this month it struck a deal to acquire Gevity. TriNet would pay $4 per share in cash for all outstanding shares of Gevity, valuing it at $98 million. The deal was expected to close in the second quarter, and Gevity's largest shareholder, ValueAct Capital Management LP, agreed to vote in favor of the merger.

Gevity also reported in its 10-K that the Internal Revenue Service sent notices of proposed adjustment after an examination of the company's 2002 through 2004 tax returns. The notices call for an increase in Gevity's federal income tax by $41.9 million including penalties.

Gevity reported it reserved $6.9 million of federal income taxes in its consolidated financial statements, but said the remaining proposed increases are "either the result of the IRS misunderstanding the facts relating to the adjustments or the result of a legal interpretation made by the IRS that is inconsistent with existing law." Gevity said it will contest the proposed increases.

Gevity reported full-year 2008 revenue of $520.5 million.


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