As previously reported, on January 7, 2025, Paycor HCM, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Paychex, Inc., a Delaware corporation (“Parent”), and Skyline Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
The consummation of the Merger (the “Closing”) is subject to certain customary mutual conditions, including the expiration or termination of any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Effective as of 11:59 p.m. Eastern Time on February 21, 2025, the waiting period under the HSR Act expired with respect to the Merger, satisfying one of the major conditions to the Closing.
The Closing remains subject to certain other conditions as set forth in the Merger Agreement. Completion of the Merger is currently expected to occur within the first half of 2025.
On February 27, 2025, Parent issued a press release announcing the expiration of the waiting period under the HSR Act. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains, and the Company’s other filings and press releases may contain, statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact, including statements regarding market and industry prospects and future results of operations or financial position, made in this Current Report on Form 8-K are forward-looking statements. In many cases, you can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts, or by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. Statements in this Current Report on Form 8-K that are forward-looking may include, but are not limited to, statements regarding the benefits of the proposed acquisition of the Company by Parent and the associated integration plans, expected synergies and capital expenditure commitments, anticipated future operating performance and results of the Company, the expected management and governance of the Company following the acquisition and expected timing of the closing of the proposed acquisition and other transactions contemplated by the Merger Agreement.
There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company’s control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the occurrence of any event, change or other circumstance that could give rise to the right of the Company or Parent or both of them to terminate the Merger Agreement; (ii) the failure to obtain applicable regulatory approval in a timely manner; (iii) the risk that the proposed acquisition may not close in the anticipated timeframe or at all due to one or more of the closing conditions to the proposed acquisition not being satisfied or waived; (iv) the risk that there may be unexpected costs, charges or expenses resulting from the proposed acquisition; (v) risks related to the integration of the acquired business and the ability to achieve expected synergies and operating efficiencies within the expected timeframes or at all and the possibility that such integration may be more difficult, time consuming or costly than expected; (vi) risks that the benefits of the proposed acquisition are not realized when and as expected; (vii) risks that the proposed acquisition disrupts the Company’s current plans and operations; (viii) the risk that certain restrictions during the pendency of the proposed acquisition may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) risks related to disruption of the Company’s management’s time and attention from ongoing business operations due to the proposed acquisition; (x) continued availability of capital and financing and rating agency actions; (xi) the risk that any announcements relating to the proposed acquisition could have adverse effects on the market price of the Company’s or Parent’s common stock, credit ratings or operating results; (xii) the risk that the proposed acquisition and its announcement could have an adverse effect on the ability of the Company or Parent to retain and hire key
2
