Paychex Enters Agreement to Acquire Paycor HCM Inc.

On January 7, 2025, Paycor HCM, Inc. (NASDAQ: PYCR) entered into an Agreement and Plan of Merger with Paychex, Inc., and Skyline Merger Sub, Inc. The merger agreement entails the merging of Merger Sub with the Company, with Paycor HCM, Inc. surviving as a wholly-owned subsidiary of Paychex. Under the terms of the agreement, each share of Paycor HCM, Inc. common stock will be converted into the right to receive $22.50 in cash at the effective time of the merger.

Numerous customary representations, warranties, and covenants have been made by the involved parties, with the Company agreeing not to solicit or engage in discussions regarding any acquisition proposal until the Effective Time. Furthermore, Company equity awards and the Company Employee Stock Purchase Plan will undergo specific treatments at or just prior to the Effective Time.

The Closing of the merger is subject to certain standard mutual conditions, including regulatory approvals. The Company’s majority stockholders have consented to the Merger Agreement, eliminating the need for further action by the holders of Company Stock. The Closing is anticipated not to happen before April 15, 2025, unless waived by Paychex.

The Merger Agreement implies certain termination rights for both the Company and Paychex, permitting termination under various conditions, including breaches and failure to consummate the merger by a specified date.

In related news, on January 7, 2025, Paychex issued a press release announcing the acquisition. The acquisition is expected to enhance Paychex’s HCM solutions, extend its upmarket position, and provide new growth opportunities.

The acquisition is estimated to be neutral to slightly accretive to Paychex’s adjusted diluted EPS in the first fiscal year following the merger. The agreement is expected to close in the first half of 2025, subject to regulatory approvals and customary closing conditions.

Paychex was advised by J.P. Morgan Securities LLC and Davis Polk & Wardwell, while Paycor was advised by Goldman Sachs & Co. LLC and Kirkland & Ellis LLP in this transaction.

This announcement includes forward-looking statements, cautioning that actual results may differ from anticipated ones due to a variety of factors. Detailed financial statements and other exhibits related to this transaction will be filed with the Securities and Exchange Commission.

Further information about the proposed transaction can be found on the SEC’s website or Paycor’s investor relations website.

No offer to solicit or buy securities is made in connection with the information provided in this announcement.

Please, refer to the original SEC filing for the full details and information regarding the transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Paycor HCM’s 8K filing here.

About Paycor HCM

Paycor HCM, Inc, together with its subsidiaries, provides software-as-a-service (SaaS) human capital management (HCM) solutions for small and medium-sized businesses (SMBs) primarily in the United States. It offers cloud-native platform to address the comprehensive people management needs of SMB leaders.