BETHPAGE, N.Y. and BOSTON – December 27, 2010 – COMFORCE Corporation (NYSE Amex: CFS) (“COMFORCE”) today announced that its stockholders adopted the definitive merger agreement, dated as of November 1, 2010 and amended as of December 16, 2010, among COMFORCE, and CFS Parent Corp. (“CFS Parent”) and CFS Merger Sub Corp. (“CFS Merger Sub”), both of which are affiliates of ABRY Partners, LLC (“ABRY Partners”), pursuant to which agreement CFS Merger Sub will be merged with and into COMFORCE, with COMFORCE being the surviving corporation and a wholly-owned subsidiary of CFS Parent.
Under the merger agreement, holders of COMFORCE’s common stock will receive $2.50 in cash, without interest and less any applicable withholding taxes, per share of COMFORCE’s common stock owned by such stockholders, and holders of COMFORCE’s preferred stock will receive the amount per share of preferred stock owned by such stockholders that represents $2.50 in cash, without interest and less any applicable withholding taxes, per share of common stock on an as-converted basis, assuming conversion of all preferred stock to common stock (in each case, except for any such shares owned by COMFORCE, CFS Parent, CFS Merger Sub or their subsidiaries, and any such shares owned by stockholders who have properly exercised and not withdrawn appraisal rights), at the effective time of the merger. This price represents a premium of approximately 54.3% to the closing price of COMFORCE common stock on November 1, 2010, the last trading day prior to the public announcement of the execution of the merger agreement, and a premium of 77.4% to the average closing price of COMFORCE common stock during the 30-day trading period ended November 1, 2010.
The affirmative vote of the holders of a majority of the outstanding shares of common stock of COMFORCE was required to approve the proposal to adopt the merger agreement. According to the final tally of shares voted, approximately 53.66% of the outstanding shares of COMFORCE common stock as of the close of business on November 15, 2010 (the record date) were voted to approve the proposal to adopt the merger agreement.
The consummation of the transaction is subject to satisfaction or waiver of customary closing conditions. It is anticipated the transaction will close tomorrow (December 28).
COMFORCE Corporation is a leading provider of outsourced staffing management services that enables Fortune 1000 companies and other large employers to consolidate, automate and manage staffing, compliance and oversight processes for their contingent workforces. COMFORCE also provides specialty staffing, consulting and other outsourcing services to Fortune 1000 companies and other large employers for their healthcare support, technical and engineering, information technology, telecommunications and other staffing needs. COMFORCE operates in three segments—Human Capital Management Services, Staff Augmentation and Financial Outsourcing Services. The Human Capital Management Services segment provides consulting services for managing the contingent workforce through its PrO Unlimited® subsidiary. The Staff Augmentation segment provides Healthcare Support Services, including RightSourcing® Vendor Management Services, Technical, Information Technology and Other Staffing Services. The Financial Outsourcing Services segment provides funding and back office support services to independent consulting and staffing companies.
About ABRY Partners
Based in Boston, Massachusetts, ABRY Partners is one of the most experienced and successful private investment firms in North America focused solely on media, communications, business and information services investments. Since 1989, ABRY Partners has completed over $21 billion of leveraged transactions and other private equity and mezzanine investments, representing investments in approximately 450 properties.
This press release may contain forward-looking statements, including those relating to the anticipated acquisition of COMFORCE by an affiliate of ABRY Partners. These forward-looking statements may be identified by words such as“anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated acquisition. Other factors that may cause COMFORCE’s actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in COMFORCE’s filings with the SEC, including the “Risk Factors” sections of COMFORCE’s periodic reports on Form 10-K and Form 10-Q filed with the SEC.
Copies of COMFORCE’s filings with the SEC may be obtained at the “Investor” section of COMFORCE’s website at www.comforce.com or at www.sec.gov. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, COMFORCE does not undertake to update its forward-looking statements
For more information, please contact:
Senior Vice President - Finance and
Chief Financial Officer
(516) 437-3300 begin_of_the_skype_highlighting (516) 437-3300 end_of_the_skype_highlighting