Dallas, Texas – Ryan, LLC, a leading global tax services firm (“Ryan”), has approached the DuCharme, McMillen & Associates, Inc. (“DMA”) Board of Directors and the GreatBanc Trust Company (“GreatBanc”), the trustee of the DMA Employee Stock Ownership Plan (“ESOP”), with formal proposals to enter into a mutually beneficial transaction to combine the two companies.
To demonstrate its commitment to ensuring the combined businesses will serve the best interests of the DMA stakeholders, Ryan has proposed several favorable terms that include:
- A buyout of 100% of the shareholders at a 25% premium to the per share value as of December 31, 2016, as determined by an independent valuation
- A structure of the proposed transaction that takes under consideration the tax impact to DMA’s shareholders
- A non-refundable $50,000 deposit to offset any third-party fees that DMA may incur in evaluating the proposal
“We believe that the combination of Ryan and DMA would be extremely positive for the employees and shareholders of both DMA and Ryan, and I look forward to the opportunity to personally discuss our value proposition with DMA’s management,” said G. Brint Ryan, Chairman and CEO of Ryan.
Ryan’s most recent proposal is included below.
June 5, 2017
Board of Directors of DMA Holdings, Inc.
DuCharme, McMillen & Associates, Inc.
6610 Mutual Drive
Fort Wayne, IN 46825
Attention: David L. Meinika, President & CEO
GreatBanc Trust Company
801 Warrenville Road, Suite 500
Lisle, IL 60532
Attention: James E. Staruck, President and Chief Executive Officer
Dear Messrs. Meinika and Staruck:
We are writing to reiterate our interest in a potential combination of Ryan and DuCharme, McMillen & Associates, Inc. (“DMA”).
As you know, since March of this year, Ryan has been attempting in good faith to engage DMA’s board of directors in a constructive conversation regarding the merits of a potential combination of our two firms. We have delivered two formal proposal letters, the second of which, sent on April 6th, offered a 25% premium to DMA’s share price as of December 31, 2016 (subject to customary due diligence). As part of the April 6th proposal, as a show of good faith Ryan also offered to pay DMA a non-refundable $50,000 deposit to offset any third-party fees it may incur in evaluating our proposal, to be credited against the purchase price if the transaction closes. We also reiterated in that letter that Ryan would strive to optimize the tax impact of the transaction to DMA’s shareholders and would also work to ensure that other key deal terms would be favorable overall to DMA.
Although DMA’s board has thus far declined Ryan’s repeated requests to meet, we are reaffirming our invitation to DMA’s board and GreatBanc Trust Company (“GreatBanc”) (in its capacity as the trustee of the DMA Employee Stock Ownership Plan (“ESOP”)) to enter into collaborative discussions with Ryan to explore our proposal to acquire DMA. We stand ready to provide DMA and GreatBanc with any additional information the parties might require to thoroughly evaluate our preliminary offer.
In the current business and regulatory climate, it is more imperative than ever to provide clients with a diverse offering of integrated tax consulting, compliance and technology solutions. For this reason, Ryan continues to believe that the combination of Ryan and DMA would create significantly more value realization for employees and shareholders of DMA than if DMA remained an independent company.
Ryan’s track record of creating shareholder value is the envy of the tax services industry. Our company has increased revenue over 20-fold since 2000, a revenue growth rate that has far outpaced that experienced by DMA in the same period. Ryan’s employee base has grown from 182 to 2137 over that time period. Ryan also has a demonstrated track record of successfully completing and integrating more than 30 acquisitions over the past 18 years, and continuing to drive performance of the acquired businesses post-merger. It is this experience, along with the synergies we would expect from the potential combination of our respective property tax and transaction tax businesses, that makes this a very compelling opportunity for stakeholders of both Ryan and DMA.
By now, DMA’s board should understand that Ryan’s overtures are sincere in nature and made in good faith. We request that you carefully and objectively consider our proposal and engage with us for a thorough and fulsome review of the potential combination of our firms. While our intention is to meet privately with DMA’s board, in light of the significance of our proposal to both your stakeholders and ours, we reserve the right to communicate the facts of our offer through other distribution channels, including the press.
We look forward to hearing from you. We are convinced that together we will create a brighter future for all of our stakeholders.
G. Brint Ryan
Chief Executive Officer
cc: Joe Mileti, SVP Corporate Development, Ryan LLC
Ryan, an award-winning global tax services and software provider, is the largest firm in the world dedicated exclusively to business taxes. With global headquarters in Dallas, Texas, the Firm provides an integrated suite of federal, state, local, and international tax services on a multi-jurisdictional basis, including tax recovery, consulting, advocacy, compliance, and technology services. Ryan is a five-time recipient of the International Service Excellence Award from the Customer Service Institute of America (CSIA) for its commitment to world-class client service. Empowered by the dynamic myRyan work environment, which is widely recognized as the most innovative in the tax services industry, Ryan’s multi-disciplinary team of more than 2,100 professionals and associates serves over 14,000 clients in more than 45 countries, including many of the world’s most prominent Global 5000 companies. More information about Ryan can be found at ryan.com.
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