What did Paycor shareholders receive in the merger?

Each outstanding share of Paycor common stock (other than excluded shares and shares of holders who properly exercised appraisal rights under Delaware law) was converted into the right to receive $22.50 in cash per share, without interest and less applicable withholding taxes.

What is the approximate value of the transaction?

The press release describes the deal as an all-cash acquisition of 100% of Paycor representing approximately $4.1 billion of enterprise value.

What financial benefits does Paychex expect from the acquisition?

Paychex expects more than $80 million in annual cost synergies in fiscal 2026, substantial revenue synergy opportunities over the next several years, and the transaction to be accretive to adjusted diluted EPS in fiscal 2026.

Will Paychex change its dividend policy after the acquisition?

No. Paychex states it remains committed to maintaining its dividend policy and a strong balance sheet.

When will the acquired company's financial statements and pro forma information be filed?

The filing states they are not included in this report and will be filed by amendment as soon as practicable, but not later than 71 days after the date this Form 8-K was required to be filed.

PAYX 8-K: Acquisitions & Dispositions

01—Abstract

Summary

Summary of the 8-K filed April 14, 2025. Cited figures are marked; the original filing is the authoritative source.

On April 14, 2025, Paychex, Inc. (Nasdaq: PAYX) completed its acquisition of Paycor HCM, Inc. (Nasdaq: PYCR).

Under the Merger Agreement dated January 7, 2025, Skyline Merger Sub, Inc., an indirect wholly owned subsidiary of Paychex, merged with and into Paycor, which continues as the surviving corporation and an indirect wholly owned subsidiary of Paychex. Each outstanding share of Paycor common stock (excluding specified shares and shares held by holders exercising appraisal rights under Delaware law) was converted into the right to receive $22.50^a in cash per share, less applicable withholding taxes. Paychex's press release, filed as Exhibit 99.1, describes the transaction as an all-cash acquisition of 100% of Paycor at $22.50 per share, representing approximately $4.1 billion of enterprise value.

Paychex expects more than $80 million^b in annual cost synergies in fiscal 2026, along with revenue synergy opportunities over the next several years, and expects the deal to be accretive to adjusted diluted EPS in fiscal 2026. The company states it remains committed to its dividend policy and strong balance sheet. Paychex CEO John Gibson said the combination strengthens its upmarket position and that integration will prioritize sales expansion and product innovation.

The filing states that the financial statements of the acquired business and the pro forma financial information required by Item 9.01 are not being filed with this report and will be filed by amendment as soon as practicable, and no later than 71 days after the date this Form 8-K was required to be filed. The press release also lists forward-looking risks, including integration risks related to Paycor, cybersecurity, PEO co-employment exposure, and macroeconomic pressure on small- and medium-sized business clients.

02—Key points

Key Highlights

Paychex completed its acquisition of Paycor HCM, Inc. on April 14, 2025, with Paycor becoming an indirect wholly owned subsidiary of Paychex.
Paycor stockholders receive $22.50 in cash per share, less applicable withholding taxes, under the Merger Agreement dated January 7, 2025.
The transaction represents approximately $4.1 billion of enterprise value, per the press release.
Paychex expects more than $80 million in annual cost synergies in fiscal 2026 and substantial revenue synergy opportunities over the next several years.
Paychex expects the acquisition to be accretive to adjusted diluted EPS in fiscal 2026; the company notes adjusted diluted EPS is a non-GAAP measure.
Paychex states it remains committed to its dividend policy and strong balance sheet.
Financial statements and pro forma financial information for the acquisition will be filed by amendment no later than 71 days after the Form 8-K due date.

03—Questions

Frequently Asked Questions

What did Paycor shareholders receive in the merger?
Each outstanding share of Paycor common stock (other than excluded shares and shares of holders who properly exercised appraisal rights under Delaware law) was converted into the right to receive $22.50 in cash per share, without interest and less applicable withholding taxes.
What is the approximate value of the transaction?
The press release describes the deal as an all-cash acquisition of 100% of Paycor representing approximately $4.1 billion of enterprise value.
What financial benefits does Paychex expect from the acquisition?
Paychex expects more than $80 million in annual cost synergies in fiscal 2026, substantial revenue synergy opportunities over the next several years, and the transaction to be accretive to adjusted diluted EPS in fiscal 2026.
Will Paychex change its dividend policy after the acquisition?
No. Paychex states it remains committed to maintaining its dividend policy and a strong balance sheet.
When will the acquired company's financial statements and pro forma information be filed?
The filing states they are not included in this report and will be filed by amendment as soon as practicable, but not later than 71 days after the date this Form 8-K was required to be filed.

04—Continue

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