Gevity HR Inc. Shareholder Lawsuit - 03/13/2009
Case Update - 05/15/2009
Gevity HR Inc. agreed to settle a putative class action alleging it had breached fiduciary duties to shareholders in its merger agreement with TriNet Group Inc. Gevity said in a SEC filing that it agreed to a proposed settlement on May 4 in which all claims relating to the merger agreement and merger would be dismissed on behalf of the settlement class. Gevity stated in the SEC filings that it believed no further supplemental disclosure was required under applicable laws but provided additional disclosures to the terms that appeared in a proxy statement dated April 15. These disclosures related to the background of the merger, projected financial information, the opinion of Gevity’s financial adviser and other miscellaneous terms. Gevity also agreed to pay up to $290,000 fees and expenses to the plaintiff’s counsel.
Original Post - 03/19/2009
On Friday, March 13, 2009, an investor in Gevity HR, Inc filed a lawsuit in Manatee County circuit court that Gevity HR, Inc. breached fiduciary duties to shareholders in its merger agreement with human resources provider TriNet Group, Inc. of San Leandro, California, earlier this month.
In the transaction announced March 5, TriNet agreed to pay $4 a share in cash for outstanding common stock of Gevity, which was valued around $98 million. Gevity HR, Inc. said in Securities and Exchange Commission filings that the putative class action names Gevity HR, Inc, each of its directors and TriNet. The lawsuit claims the merger agreement contains “preclusive deal protection measures and allegedly unfair merger consideration.”
Gevity HR, Inc. specializes in providing small- and medium-sized businesses nationwide with a range of payroll, insurance and human resource (HR) outsourcing services and is based in Bradenton, Florida. TriNet is predominantly owned and controlled by General Atlantic LLC, a Connecticut-based equity fund that owns approximately 2.2 million shares of Gevity HR, Inc, or approximately 9.5% of Gevity HR, Inc. Gevity HR, Inc’s shares (NASDAQ: GVHR) traded above $8.00 per share as recently as September 2008, and have been trading between $20 to $30 per share for several years prior to 2007. The complaint seeks an unspecified award of monetary damages and recovery of costs incurred by the plaintiff.