Charys Holding Company Closes Acquisition of Cotton Companies.Integration with C&B Services Positions "Cotton" as One of the Largest Reconstruction-Restoration Companies in the World ATLANTA -- Charys Holding Company, Inc. ("Charys") (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : CHYS) announced today the closing of its acquisition of Cotton Companies ("Cotton"). The acquisition of Cotton is immediately accretive to earnings. In the cash and stock transaction, Charys today acquired a 40% ownership in Cotton and an option to acquire the remaining 60% within 90 days. Including prior consideration, Charys to date has paid $16 million and 1,955,532 restricted shares of Charys common stock. Charys may acquire the remaining 60% of Cotton for the sum of $32,168,000, on or before March 8, 2007. Based on 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 financials as of April 30, 2006, Cotton revenue was $79.076 million with $19.363 million pre-tax income. As previously announced, Charys will create C&B Holding Company, Inc. in order to assimilate Cotton with Charys' existing restoration and remediation subsidiary, Crochet and Borel Services, Inc. ("C&B"). Cotton will become the international brand name and operating entity. An Integration Plan has been developed that will immediately capture the strengths of each company, and enhance the total benefits provided to the combined customer base. Cotton, with nine US locations, provides commercial and residential reconstruction and remediation services nationally and internationally. Home Depot The Home Depot (NYSE: HD) is an American retailer of home improvement and construction products and services. Headquartered in Vinings, just outside Atlanta in unincorporated Cobb County, Georgia, Home Depot employs more than 355,000 people and operates 2,164 big-box (NYSE NYSE See: New York Stock Exchange : HD), Marriott (NYSE: MAR), Starwood Hotels and Resorts (NYSE: HOT), The Palms Restaurant, Food Lion Food Lion LLC is an American grocery store company headquartered in Salisbury, North Carolina that operates approximately 1,300 supermarkets in 11 Southeast and Mid-Atlantic states under the Food Lion, Harveys, Bloom, Bottom Dollar, and Reid's nameplates. and Sports Authority Sports Authority is the USA's largest full line sporting goods retailer. The company is headquartered in Englewood, Colorado. It operates over 400 stores in 45 U.S. states under the Sports Authority name. Total sales for the fiscal year ending January 29 2005 were $2.44 billion. are just a sampling of the high-end, blue chip customers serviced by Cotton. C&B, one of the nations leading disaster remediation and service providers serves a blue-chip client base that includes Wal-Mart (NYSE: WMT (Windows Media Technologies) See Windows Media. ), Chevron-Phillips Refinery, SunTrust (NYSE: STI STI systolic time intervals. ), the US Department of Homeland Security Noun 1. Department of Homeland Security - the federal department that administers all matters relating to homeland security Homeland Security executive department - a federal department in the executive branch of the government of the United States , JC Penney (NYSE: JCP See Java Community Process. JCP - Java Community Process ), the US Naval Hospital (Pensacola) and the Housing Authority of New Orleans The Housing Authority of New Orleans is a housing authority in New Orleans, Louisiana tasked with providing housing to low-income residents. Its housing projects have a reputation for being some of the roughest and most dangerous in the United States. , among others. When combined with C&B, the "New Cotton" will provide a broad array of remediation and reconstruction services and will become one of the strongest such companies in preparedness for extraordinary events such as hurricanes and other natural disasters. The portfolio of services is further enhanced by the capabilities of other Charys subsidiaries. For example, "New Cotton" can also provide customers advanced tower and infrastructure construction services. In addition, technology products and services will be available that will not only replace but also upgrade and improve the existing capabilities. Cotton President and 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. , Pete Bell commented, "The 'marriage' of our two companies, who have been respectful competitors in the past, creates a predominant force in the crisis and disaster response industry. Whereas Cotton addresses day-to-day catastrophes, including fire and water damage, C&B focuses on high-end disasters, hurricanes and floods for example. The combination of our respective resources, experience, and clientele will expand our capabilities and pave the way for organic growth while simultaneously providing the highest levels of service and responsiveness to our customers." Troy Crochet, President of C&B said, "Today is the start of a new, powerful enterprise that provides a complete service solution to the broad customer base of both Cotton and C&B. Our teams have been working very hard to design and plan for an integrated company that hits the ground running. I am proud of the efforts of our team, and excited to move forward with Pete Bell, Daryn Ebrecht and all of the Cotton and C&B associates. " Billy V. Ray, Jr., Chairman and Chief Executive Officer of Charys stated, "We are delighted that this first stage of the acquisition of Cotton has been completed. Although the road to completion has taken longer than anticipated, the culmination of our combined efforts will result in the formation of a truly remarkable organization. I am confident that the New Cotton will become an industry benchmark, with the most responsive employees and process that place customers first, as they deliver those critical services most needed in emergency situations. Cotton complements our existing business plan with their impeccable reputation and history. Charys' 'one-stop' complete solution strategy implemented over our entire Integrated Infrastructure Services platform is uniquely customer centric which should continue to enhance our revenues and profits and increase our shareholder value." Commenting on Charys' additional activities, Mr. Ray added, "This closing represents the next step in the strategic growth of Charys. We have aligned our acquisitions and financing activities and are following our plan. The next round is formally underway, as we continue moving aggressively to fully acquire the remainder of Cotton, as well as finalize the funding of the CTSI CTSI Census Tract Street Index (US Census Bureau) CTSI California Traffic Safety Institute CTSI Corbett Technology Solutions, Inc. (Chantilly, VA) CTSI Central Terminal Signaling Interface and MSAI MSAI Malaysian Society of Allergy and Immunology companies." Further details regarding this acquisition will be forthcoming in Charys' Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. with the Securities and Exchange Commission. About Cotton Companies (www.cottoncompanies.com) Cotton Companies are a group of disaster recovery firms specializing in fire and water restoration services ranging from initial project assessment and planning, through catastrophe management reconstruction, restoration and environmental remediation. The company's strategy is to provide the highest quality service to meet our customers' expectations and anticipate tomorrow's opportunities through creative and innovative thinking in our approach to today's issues. Successful execution of this strategy has produced a broad portfolio of successful projects, extremely satisfied clients, and a most challenging set of standards for the industry. The company employs cutting edge technology, state of the art equipment, and the latest in management/personnel techniques to carry out its national and international operations. About Charys Holding Company, Inc. Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. (OTC Bulletin Board: CHYS.OB) is a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. focusing on the Integrated Infrastructure Services Market. This market segment is fundamentally focused on environmental remediation and on upgrading the underpinning, infrastructure, and back office operations of the telecommunication, cable, electric, and Internet industries serving consumers, businesses and government entities. Charys' principal strategy is to acquire, through mergers and acquisitions, companies that support this underserved segment. Charys subsidiaries include: Crochet & Borel Services, Inc., Aeon Technologies, CCI CCI Chambre de Commerce et d'Industrie (France) CCI CAM (Complementary and Alternative Medicine) Citation Index CCI Chamber of Commerce and Industry (Western Australia) Telecom, Inc., Viasys Services, Inc., Personnel Resources of Georgia, Inc., Method IQ, Inc., Digital Communication Services, Inc., Ayin a·yin n. The 16th letter of the Hebrew alphabet. See Table at alphabet. [Hebrew 'ayin, eye, ayin; see Holding Company, Inc., Complete Tower Sources, Inc., and Mitchell Site Acq. Inc. For more information about Charys visit http://www.charys.com and http://www.corporateevolutions.com/chys.php NOTE: The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Some statements in this release, including statements regarding management's expectations for future financial results and access to capital markets, are forward-looking statements. Investors are cautioned that these forward-looking statements regarding Charys Holding Company, Inc. and its subsidiaries and its and their operations and financial results involve risks and uncertainties, including without limitation risks of accessing capital markets on terms acceptable to Charys, downturns in economic conditions generally and in the telecommunications and data communications markets; risks in product development and market acceptance of and demand for Charys products; risks of failing to attract and retain key managerial and technical personnel; risks associated with competition and competitive pricing pressures; risks associated with investing in new businesses; risks related to intellectual property rights and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; risks in technology development and commercialization. |
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