This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is being filed by Vega MergerCo, Inc., a New York corporation (the “Offeror”), Vega Consulting, Inc., a Delaware corporation and the sole stockholder of the Offeror (“Parent”) and Rajiv Sardana, an affiliate of Parent and Offeror. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Volt Information Sciences, Inc., a New York corporation (“Volt”), at a purchase price of $6.00 per Share (the “Offer Price”) in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2022 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Certain information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of March 12, 2022, by and among Parent, the Offeror and Volt, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section entitled “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a)
The name of the subject company and the issuer of the securities to which this Schedule TO relates is Volt Information Sciences Inc., a New York corporation. Volt’s principal executive offices are located at 2401 N. Glassell Street, Orange, California. Volt’s telephone number is (714) 921-8800.
(b)
This Schedule TO relates to the outstanding Shares. Volt has advised the Offeror and Parent that, as of March 22, 2022 (the most recent practicable date), 22,099,246 Shares were issued and outstanding.
(c)
The information set forth in Section 6 (entitled “Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is filed by the Offeror, Parent and Rajiv Sardana. The information set forth in Section 9 (entitled “Certain Information Concerning the Offeror, Parent and Rajiv Sardana”) of the Offer to Purchase and Schedule A to the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i)-(viii), (xii), (a)(2)(i)-(iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the “Introduction”
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the “Summary Term Sheet”
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“The Tender Offer — Section 1 — Terms of the Offer”
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“The Tender Offer — Section 2 — Acceptance for Payment and Payment for Shares”
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“The Tender Offer — Section 3 — Procedures for Tendering Shares”
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“The Tender Offer — Section 4 — Withdrawal Rights”
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“The Tender Offer — Section 5 — Certain U.S. Federal Income Tax Consequences”