ROCHESTER, N.Y.–(BUSINESS WIRE<\/a>)– \nHeadquartered in Cincinnati, Ohio, Paycor has approximately 2,900 employees, serves over 49,000 clients, and supports approximately 2.7 million employees across the United States. Paycor\u2019s leading HCM, payroll, and talent platform was designed to serve organizations of all sizes, from ten to thousands of employees. Paycor has expanded its upmarket position since becoming a public company in 2021 by consistently investing in data, AI, and other cutting-edge technologies.<\/p>\n \n\u201cI\u2019m excited to welcome Paycor to the Paychex family,\u201d said John Gibson, President and CEO of Paychex. \u201cFor over 50 years, Paychex has been committed to helping businesses succeed. This acquisition represents a significant milestone in our journey to provide best-in-class HCM solutions to businesses of all sizes.\u201d<\/p>\n \nGibson added: \u201cThe acquisition of Paycor is highly complementary. It will enhance our capabilities upmarket, broaden our suite of AI-driven HR technology capabilities, and provide new channels for sustained long-term growth. Our customers will benefit from an expanded suite of technology and advisory solutions designed to help them address their HR challenges, and Paycor\u2019s customers will benefit from our broad product set of HR advisory and employee solutions and from the scale and tradition of operational and service excellence that Paychex is well-known for in the marketplace.\u201d<\/p>\n \n\u201cPaycor\u2019s mission is to empower business leaders to achieve greater success,\u201d said Raul Villar, Jr., CEO of Paycor. \u201cWe believe this transaction will create a great outcome for our clients and key stakeholders, and we are very excited to be joining Paychex for the next phase of our journey. We are confident that our customers will benefit from the shared expertise, resources, and innovative HCM solutions of both companies to drive even greater people and business performance.\u201d<\/p>\n Overview of Transaction Rationale<\/b><\/p>\n Transaction Details<\/b><\/p>\n Advisors<\/b><\/p>\n \nJ.P. Morgan Securities LLC is serving as the exclusive financial advisor to Paychex, and Davis Polk & Wardwell, LLC is serving as legal advisor to Paychex. Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Paycor, and Kirkland & Ellis LLP is serving as legal advisor to Paycor.<\/p>\n Conference Call Information<\/b><\/p>\n \nPaychex will review the details of the transaction during a conference call on January 7, 2025, at 9:30 a.m. ET. A live audio webcast of the conference call will be available on the company\u2019s website at www.paychex.com<\/a> in the investor relations section. The webcast will be archived for approximately 90 days. Our news releases, current financial information, SEC filings, and investor presentations are also accessible at https:\/\/investor.paychex.com<\/a>.<\/p>\n About Paychex<\/b><\/p>\n \nPaychex, Inc. (Nasdaq: PAYX) is an industry-leading HCM company delivering a full suite of technology and advisory services in human resources, employee benefit solutions, insurance, and payroll. The company serves over 745,000 customers in the U.S. and Europe and pays one out of every 12 American private sector employees. The more than 16,000 people at Paychex are committed to helping businesses succeed and building thriving communities where they work and live. To learn more, visit www.paychex.com<\/a>.<\/p>\n About Paycor<\/b><\/p>\n \nPaycor\u2019s HR, payroll, and talent platform connects leaders to people, data, and expertise. We help leaders drive engagement and retention by giving them tools to coach, develop, and grow employees. We give them unprecedented insights into their operational data with a unified HCM experience that can seamlessly connect to other mission-critical technology. By providing expert guidance and consultation, we help them achieve business results and become an extension of their teams. Learn more at paycor.com<\/a>.<\/p>\n Cautionary Note Regarding Forward-Looking Statements<\/b><\/p>\n \nCertain written statements in this press release may contain, and members of management may from time to time make or discuss statements which constitute, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “expect,” “outlook,” “will,” guidance,” “projections,” “anticipate,” “believe,” “can,” “could,” “design,” “may,” “possible,” “potential,” “should” and other similar words or phrases. Forward-looking statements include, without limitation, all matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to our outlook, revenue growth, earnings, earnings-per-share growth, and similar projections.<\/p>\n \nForward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to known and unknown uncertainties, risks, changes in circumstances, and other factors that are difficult to predict, many of which are outside our control. Our actual performance and outcomes, including without limitation, our actual results and financial condition, may differ materially from those indicated in or suggested by the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:<\/p>\n \nAny of these factors, as well as such other factors as discussed in our SEC filings, could cause our actual results to differ materially from our anticipated results. The information provided in this document is based upon the facts and circumstances known as of the date of this press release, and any forward-looking statements made by us in this document speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of issuance of this press release to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.<\/p>\n Additional Information about the Proposed Transaction and Where to Find It<\/b><\/p>\n \nIn connection with the proposed transaction, Paycor intends to file relevant materials with the SEC, including Paycor\u2019s information statement in preliminary and definitive form. Paycor stockholders are strongly advised to read all relevant documents filed by Paycor with the SEC, including Paycor\u2019s information statement, because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC\u2019s website at www.sec.gov<\/a>. In addition, documents will also be available without charge by visiting the Paycor website at paycor.com<\/a>.<\/p>\n 1<\/sup> Adjusted diluted earnings per share (\u201cEPS\u201d) is not a U.S. generally accepted accounting principles (\u201cGAAP\u201d) measure. Refer to our Annual Report on Form 10-K for discussion of these measures. View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250107897736\/en\/<\/a><\/span><\/p>\n \nPaychex Investor Relations:
\nPaychex, Inc. (Nasdaq: PAYX) (\u201cPaychex\u201d), an industry-leading human capital management (HCM) company delivering a full suite of technology and advisory solutions in human resources, employee benefit solutions, insurance, and payroll today announced it has entered into a definitive agreement to acquire Paycor HCM, Inc. (Nasdaq: PYCR) (\u201cPaycor\u201d), a leading provider of HCM, payroll and talent software in an all-cash transaction for $22.50 per share, representing an enterprise value of approximately $4.1 billion. The definitive agreement has been unanimously approved by the Boards of Directors of both companies.<\/p>\n\n
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2<\/sup> Adjusted diluted earnings per share (\u201cEPS\u201d) is not a U.S. generally accepted accounting principles (\u201cGAAP\u201d) measure. Refer to our Annual Report on Form 10-K for discussion of these measures.<\/p>\n<\/p>\n
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Jason Harbes, Director, Investor Relations
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Phil Nicosia, Manager, Investor Relations
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(800) 828-4411
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investors@paychex.com
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