COMSYS and Venturi Partners Close on Merger to Create One of U.S.'s Largest Publicly-Traded IT Staffing Companies Trading on the Nasdaq National Market Under the Symbol CITP.HOUSTON -- Growing vendor management and project solutions businesses to complement core IT staffing services COMSYS Holding Inc. and a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Venturi venturi a tube with a decrease in the inside diameter that is used to increase the flow velocity of the fluid and thereby cause a pressure drop; used to measure the flow velocity (a venturimeter) or to draw another fluid into the stream. Partners Inc. have today completed their previously announced merger. Upon completion of the merger, Venturi Partners changed its name to COMSYS IT Partners Inc. ("COMSYS Partners"). COMSYS Partners will begin trading under the symbol "CITP (Certified Information Technology Professional) A specialty credential awarded by the AICPA to its CPA members who excel in the provision of technology-related business services. " on the Nasdaq National Market effective Oct. 1, 2004. Previously, Venturi Partners traded under the symbol "VENP." Simultaneously with the merger, Venturi Partners completed the sale of its commercial staffing business to CBS (Cell Broadcast Service) See cell broadcast. Personnel Services Inc. The COMSYS Holding/Venturi Partners merger creates one of the largest U.S. companies focused solely on IT staffing and complementary services, including vendor management and project solutions services. Combined revenues of the merged companies were approximately $607 million for the 12-month period ended June 30, 2004 (on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma basis and excluding revenues from Venturi's commercial staffing business). In the stock for stock merger transaction, COMSYS Holding stockholders were issued new shares of Venturi common stock representing 55.4% of the total shares of the combined company on a fully diluted basis (taking into account outstanding Venturi stock options and warrants as of closing). Holders of Venturi common stock will continue to hold their existing shares. COMSYS Partners President and Chief Executive Officer Michael T. Willis said, "We are in an industry where only the largest suppliers will survive. We believe our larger size and total focus on IT staffing services will provide many unique opportunities to continue to grow and become a true industry leader. We intend to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. those opportunities starting today." "With the close of this merger we bring to our clients a larger pool of outstanding IT consultants, more local resources in key geographic areas, more IT staffing services and larger sales and recruiting resources -- all focused on meeting our clients' needs," Willis said. Financing the Transaction In connection with the merger, COMSYS Partners completed the refinancing of the debt of both COMSYS Holding and Venturi Partners. The new credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities include a $100 million revolving line of credit Revolving line of credit A bank line of credit on which the customer pays a commitment fee and can take and repay funds at will. Normally a revolving LOC involves a firm commitment from the bank for a period of several years. , a $15 million senior term note and a $70 million junior secured note. Funded debt Funded Debt Long-term debt that matures after more than one year. Notes: This is usually issued as a bond or a long-term note. See also: Bond, Debt, Maturity, Note Funded debt Debt maturing after more than one year. at closing was approximately $135 million. In addition to the debt financings, COMSYS Partners also issued approximately $22.4 million of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. in connection with the merger. A More Comprehensive Service Offering COMSYS Partners service offerings include IT staffing, permanent recruiting and placement of IT professionals, vendor management services, project solutions, offshore development, network services, and dedicated software practices including business intelligence, globalization/localization services, SAS (1) (SAS Institute Inc., Cary, NC, www.sas.com) A software company that specializes in data warehousing and decision support software based on the SAS System. Founded in 1976, SAS is one of the world's largest privately held software companies. See SAS System. and ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer. . COMSYS Partners now has an expanded coast-to-coast presence of nearly 40 offices in 23 states and the U.K. and employs approximately 5,000 IT professionals serving commercial clients in 13 industry segments and a variety of state and local government agencies. Ten offices have more than 200 consultants each and 16 offices have more than 100 consultants each. COMSYS Partners is headquartered in Houston. "We welcome our new employees from Venturi Partners. All employees will play a vital role in shaping the success of our new organization," Willis said. Integration activities are underway and are expected to be completed by the end of the first quarter of 2005. Integration includes combining overlapping offices in 16 geographic regions and consolidation of corporate functions and information systems. About COMSYS Partners COMSYS Partners (www.comsys.com) is a leading IT staffing and solutions company with 38 offices across the U.S. and an office in the U.K. Leveraging more than 30 years of experience, COMSYS Partners has enhanced its core competency A core competency is something that a firm can do well and that meets the following three conditions specified by Hamel and Prahalad (1990):
Forward-Looking Statements This press release contains forward-looking statements within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements may be identified by words such as "estimate," "forecast," "plan," "intend," "believe," "should," "expect," "anticipate," or variations or negatives thereof, or by similar or comparable words or phrases. The forward-looking statements contained in this press release include statements about the merger of COMSYS Holding and Venturi Partners, the anticipated performance of the combined company following the merger, the financing transactions contemplated in connection with that merger, and the sale of Venturi Partner's commercial staffing business and the performance of CBS Personnel after the sale. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Certain factors that can affect the forward-looking statements contained herein are described in the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. filed with the Securities and Exchange Commission on Sept. 7, 2004 by Venturi Partners. Accordingly, actual outcomes and results may differ materially from what is expressed herein. In any forward-looking statement in which Venturi Partners, COMSYS Partners or CBS Personnel expresses an expectation or belief as to future results, that expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. COMSYS Partners has no obligation to update the statements contained in this press release. |
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