Bright Horizons and CorporateFamily Solutions to Merge.BOSTON, Mass. and NASHVILLE, Tenn.--(BUSINESS WIRE)--April 27, 1998-- Bright Horizons (Nasdaq/NM:BRHZ) and CorporateFamily Solutions (Nasdaq/NM:CFAM CFAM Cerebral Function Analysis Monitor CFAM Cash Flow After Marketing (costs; finance, accounting) CFAM Contingency Force Analysis Model (military simulation model) ) today announced a definitive agreement to merge in a stock-for-stock transaction to be accounted for as a pooling of interest Noun 1. pooling of interest - an accounting method used in the merging of companies; the balance sheets are added together item by item; this method is tax-free transaction that will create "Bright Horizons Family Solutions Bright Horizons Family Solutions is a US-based child-care provider and one of the largest publicly held child-care corporations in the world. The result of a merger in 1998 between Massachusetts-based Bright Horizons ," the nation's preeminent pre·em·i·nent or pre-em·i·nent adj. Superior to or notable above all others; outstanding. See Synonyms at dominant, noted. [Middle English, from Latin prae company in the worklife industry. The definitive agreement, which has been approved by the boards of directors of both companies, calls for Bright Horizons' shareholders to exchange each of their shares for 1.15022 shares of the new company and for CorporateFamily Solutions' shareholders to exchange each of their shares for 1 share of the new entity. The agreement is subject to a number of conditions, including shareholder and regulatory approval. The transaction is expected to be completed by late summer. The new company will manage more than 250 employer-sponsored early education centers and offer a wide array of other services, such as schools at work and strategic worklife consultation, to help companies support working families. The new company will employ more than 8,600 people and serve over 31,000 families. Reported revenues in 1997 for Bright Horizons were $85.0 million and CorporateFamily Solutions reported revenues of $77.7 million. Bright Horizons Family Solutions' principal offices will be located in Boston and Nashville. Linda Mason Linda Mason is a makeup and visual artist famous since the 1970s for her creative and exciting use of color. Early life Linda Mason was born in Sunderland, in the northeast of England, on Friday, the 13th of September 1946. , co-founder and current president of Bright Horizons, headquartered in Boston, will become chairman of the board. Marguerite Marguerite, for French women thus named, use Margaret Marguerite. For French women thus named, use Margaret. marguerite, in botany marguerite: see daisy. W. Sallee, founder and chief executive officer of CorporateFamily Solutions, headquartered in Nashville, will become CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . Roger Brown, co-founder and current chief executive officer of Bright Horizons, will become president; Michael Hogrefe, currently the chief financial officer of CorporateFamily Solutions, will be named CFO See Chief Financial Officer. ; and Mary Ann ANN, Scotch law. Half a year's stipend over and above what is owing for the incumbency due to a minister's relict, or child, or next of kin, after his decease. Wishaw. Also, an abbreviation of annus, year; also of annates. In the old law French writers, ann or rather an, signifies a year. Tocio, currently chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Bright Horizons, will become COO (Cell Of Origin) See mobile positioning. . Dr. Dana Friedman, executive vice president of CorporateFamily Solutions and a leading national expert on worklife, will head the new company's consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.) service - work done by one person or group that benefits another; "budget separately for goods and services" . It is contemplated that in 2.5 years Marguerite Sallee will become active chairman, Roger Brown CEO and Linda Mason president and vice-chairman. The board of directors of the newly formed company will be comprised of 11 members, including four from Bright Horizons, four from CorporateFamily Solutions and three additional members to be named at a later date. Bright Horizons and CorporateFamily Solutions currently work in partnership with many of the nation's leading companies, including 68 Fortune 500 companies. Working Mother's 1997 list of the "100 Best Companies for Working Mothers" includes 51 clients of the two companies. "Both companies have reputations for a total commitment to high quality programs for families at the workplace. Together, we will be a powerful voice in advocating support programs for children and parents," Mason said. "Bright Horizons and CorporateFamily Solutions are a natural fit, reflecting unusually similar missions, values, cultures and profiles," Sallee said. "The vision for our new company is to make family-friendly workplaces the norm, not the exception." "The employer-sponsored sector of the worklife industry has strong growth potential, as increasing numbers of employers realize the return on investment they derive from supporting working families," Sallee added. "The new company, with its combined resources, will be in a strong position to take advantage of this momentum." Reflecting on the impact this transaction may have on employees, Brown said, "In order to help our corporate clients create great workplaces, we must be a great workplace ourselves. The merger will create new growth opportunities for our teachers, directors and other employees. We will continue to strive to be the 'employer of choice' for talented early childhood educators  This article or section is in need of attention from an expert on the subject.Please help recruit one or [ improve this article] yourself. See the talk page for details. ." Dr. Dana Friedman added, "In seeking ways to improve employee satisfaction and productivity, corporate America has discovered the value in making the workplace a better place for working families. The consulting arm of Bright Horizons Family Solutions will help clients develop and manage programs that attract, retain and energize en·er·gize v. en·er·gized, en·er·giz·ing, en·er·giz·es v.tr. 1. To give energy to; activate or invigorate: "His childhood employees." Bright Horizons and CorporateFamily Solutions have agreed under certain circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or to pay each other a break-up fee of $4.0 million and have granted each other options to purchase 10% of their outstanding shares of common stock, which are exercisable under certain circumstances. Bright Horizons provides work-site early education, full and part-time child care, emergency backup care, before and after school care for school age children, summer camps, vacation care, elementary school elementary school: see school. (kindergarten kindergarten [Ger.,=garden of children], system of preschool education. Friedrich Froebel designed (1837) the kindergarten to provide an educational situation less formal than that of the elementary school but one in which children's creative play instincts would be through second grade) and family support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services . Bright Horizons currently operates 155 centers in 29 states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). , providing care and education to more than 16,000 children and their families. Bright Horizons serves many of the nation's leading corporations including Motorola, Glaxo Wellcome plc, Pfizer Inc., Universal Studios, Inc., Mattel and Time Warner Time Warner Inc. (NYSE: TWX), formerly known as AOL Time Warner, is the world's largest media and entertainment conglomerate headquartered in New York City, with major operations in film, television, publishing, Internet service and telecommunications. Inc. CorporateFamily Solutions, Inc. is a leading national provider of services for the corporate market that support families and business success. The Company works with more than 100 employers seeking to create a "family friendly" work environment by providing workplace child care, education, family support programs and consulting services. The Company currently manages 100 employer-sponsored Family Centers for 74 corporate clients in 29 states and the District of Columbia. Among CorporateFamily Solutions' clients are many of the nation's leading companies, including 35 of the 'Fortune 500' companies and 23 of the "100 Best Companies for Working Mothers," as recognized by Working Mother magazine. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , which involve a number of risks and uncertainties. Bright Horizons' and CorporateFamily Solutions' actual results may vary significantly from the results anticipated in these forward-looking statements as a result of factors that are discussed in detail in the companies' filings with the Securities and Exchange Commission, including Bright Horizons' Registration Statement on Form S-1 dated November 7, 1997, and CorporateFamily Solutions' Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended January 2, 1998. -0-
Bright Horizons/CorporateFamily Solutions
Media Fact Sheet
April 27, 1998
CorporateFamily
Bright Horizons Solutions New Company
Year founded: 1986 1987 1998
Headquarters: Boston, MA Nashville, TN Boston/Nashville
Executive
Management: Roger Brown Marguerite Sallee Linda Mason
Chairman & CEO President & CEO Chairman
Linda Mason Marguerite Sallee
President CEO
Roger Brown
President
Centers in
Operation: 155 100 255
Geographic
Profile:(1) 29 states 29 states 40 states
and D.C. and D.C. and D.C.
Corporate
Clients: 144 100 244
Representative
Clients: Allstate Allied Signal
Apple Computer Boeing
AT&T Campbell Soup
Bayer Chase Manhattan
Beth Israel Citicorp
Deaconess Columbia/HCA
DuPont Eli Lilly and Company
First Union Household International
Glaxo Wellcome IBM (2)
Hewlett Packard J.C. Penney
IBM (2) Johnson & Johnson
Mattel Marriott International
Merck & Co. MBNA America Bank
Motorola NationsBank
Pfizer Northwestern Memorial
SAS Institute S.C. Johnson & Son
Time Warner Saturn
Universal Studios Swiss Bank
UNUM Turner Broadcasting
Warner Brothers USAA
Xerox
Number of
Fortune 500
Clients: 38 35 68 (3)
Number of
Working
Mother
"100 Best
Companies": 31 23 51 (3)
Number of
Employees: 4,600 4,000 8,600
Families
Served: 16,000 15,000 31,000
1997 Revenues: $85.0 million $77.7 million --
1997 Net
Income: $1.473 million $1.401 million --
(adjusted)(4)
NASDAQ Trading
Symbol: BRHZ CFAM BFAM
(upon closing)
IPO Date: 11/7/97 8/12/97 --
(1) See map for states with current operations
(2) Through the American Business Collaboration
(3) Total reflects five (5) companies which are clients of both
(4) Excludes the effect of a non-recurring item of $297,000 in 1997
CONTACT: Media Contacts: Bright Horizons: Nancy Rosenzweig, 617/577-8020 CorporateFamily Solutions: Diane Huggins Hug·gins , Charles Brenton 1901-1997. Canadian-born American surgeon. He shared a 1966 Nobel Prize for research in hormone treatment for cancer of the prostate. , 615/256-9915 or Investor Contacts: Bright Horizons: Elizabeth Boland, 617/577-8020 CorporateFamily Solutions: Michael E. Hogrefe, 615/256-9915 |
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