OneClickHR plc. (OCR.L) said that ADP Network Services Limited, an indirect wholly-owned subsidiary of Automatic Data Processing Inc. (ADP), and OneClickHR reached an agreement on the terms of a recommended cash offer by ADP Network for the entire issued and to be issued share capital of OneClickHR to be implemented by means of a scheme of arrangement.
OneClickHR Scheme Shareholders who hold Scheme Shares at the Reduction Record Time will receive 10.5 pence in cash for each OneClickHR Scheme Share. This represents a premium of about 9.0% to the Closing Price of 9.6 pence per OneClickHR Share on 14 December 2009, the last Business Day prior to the Announcement Date.
The OneClickHR Directors will unanimously recommend that OneClickHR Shareholders vote in favour of the Scheme Resolutions to be proposed at the Court Meeting and at the General Meeting to give effect to the Proposal as they and their connected persons have irrevocably undertaken to do in respect of their and their connected persons' beneficial holdings of 24.99 million OneClickHR Shares representing in aggregate about 16.8% of the existing issued ordinary share capital of OneClickHR.
In addition, the OneClickHR Directors who hold OneClickHR Options have given irrevocable undertakings to vote in favour of the Scheme Resolutions in respect of OneClickHR Options granted over 6 million OneClickHR Shares.
The Proposal will be conditional upon the Scheme becoming unconditional and becoming effective by not later than 14 March 2010 or such later date (if any) as OneClickHR and ADP Network Services may, with the consent of the Panel, agree and (if required) the Court may allow.
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