SANTA BARBARA, Calif. & ALISO VIEJO, Calif.--May 11, 2006--Select
Personnel Services and RemedyTemp, Inc. (Nasdaq:REMX) today announced
that they have entered into a definitive agreement under which Select
would acquire all the outstanding shares of RemedyTemp for $17.00 per
share in cash, or approximately $169 million, representing an
approximate 39% premium over RemedyTemp's May 10, 2006 closing stock
price of $12.20 per share. RemedyTemp option holders will receive an
equivalent amount, less their option exercise price.
Privately-held Select, with 2005 revenues of $513 million,
provides temporary staffing services for companies in a wide range of
business sectors. RemedyTemp had revenues of $514.3 million for its
most recent fiscal year ended October 2, 2005.
The proposed transaction, which has been unanimously approved by
the board of directors of each of RemedyTemp and Select, is subject to
approval by a majority of RemedyTemp's shareholders, completion of
Select's planned financing, and other customary regulatory and closing
conditions. RemedyTemp intends to file with the SEC a proxy statement
in connection with the proposed transaction. The proxy statement will
be mailed to RemedyTemp shareholders. Investors and shareholders of
RemedyTemp are urged to read the proxy statement when it becomes
available because it will contain important information about
RemedyTemp, the transaction and the financing of the transaction. The
parties expect the transaction to be consummated during RemedyTemp's
fourth fiscal quarter ending October 1, 2006.
Three of RemedyTemp's directors -- Greg D. Palmer, chief executive
officer; Paul W. Mikos, chairman; and Robert E. McDonough, founder and
vice chairman -- have entered into voting agreements to support the
transaction. The three directors collectively own approximately 24% of
RemedyTemp's shares.
D. Stephen Sorensen, president and chief executive officer of
Select Personnel Services, said, "Select is thrilled with the prospect
of combining Remedy's historic strengths with our existing winning
service platform. With over $1 Billion in combined revenues, we
believe Select/Remedy will be one of the leading staffing companies in
the United States and the clear industry leader in California, the
nation's largest staffing market.
"We are equally enthusiastic to acquire a national infrastructure
to better serve our existing customers and provide the foundation to
repeat our California success," Sorensen continued. "Finally, we see
significant synergistic opportunities to market Remedy's specialty
offerings to Select's loyal customer base. We are especially eager to
demonstrate to Select's 10,000 actively-billing customers the strength
of both the RemX and TalentMagnet service offerings, as well as
Remedy's direct-hire (or 'perm placement') services."
"Our board of directors believes this transaction provides a solid
return to our shareholders and affords RemedyTemp customers and
employees an outstanding opportunity," said Greg Palmer, RemedyTemp's
president and chief executive officer. "Both companies are highly
regarded in the staffing sector and offer complementary services to
similar business sectors."
Goldman Sachs Credit Partners and Bank of the West will provide
committed financing to support the acquisition. Goldman Sachs is
acting as financial advisor, and Skadden, Arps, Slate, Meagher & Flom
LLP is acting as legal counsel to Select Personnel Services.
Robert W. Baird & Co. is acting as financial advisor, and
O'Melveny & Myers LLP is acting as legal counsel to RemedyTemp.
Conference Call Information
RemedyTemp will host a conference call today at 10:30 a.m. EDT
(7:30 a.m. PDT) to discuss the definitive acquisition agreement with
Select, as well as its second fiscal quarter financial results that
were concurrently released this morning. The conference call may be
heard by any interested party through a live audio Internet webcast at
www.remedytemp.com as well as www.companyboardroom.com. For those
unable to listen to the live broadcast, a playback of the webcast will
be available at both websites shortly after the conclusion of the
call.
About Select Personnel Services
Founded in Santa Barbara in 1985, Select Personnel Services, with
annual revenues in excess of $500 million, currently operates more
than 50 offices nationwide. In addition to pre-qualified, motivated
employees, Select boasts a team of experts in human resources,
technology, risk management, and labor and employment law to meet
every employer's needs. Select provides employment solutions to a wide
variety of companies, including manufacturing, industrial, clerical,
accounting, technical and professional services. For additional
information, visit www.selectpersonnel.com.
About RemedyTemp
RemedyTemp, with 230 offices throughout North America, is a
professional staffing organization focused on delivering human capital
workforce solutions in various business sectors. The company operates
under the brands Remedy(R) Intelligent Staffing, Talent Magnet(TM) by
Remedy and RemX(R) Specialty Staffing. For additional information,
visit www.remedytemp.com.
Forward-Looking Statements
This news release contains forward-looking statements that involve
material risks and uncertainties. Such forward-looking statements,
including, but not limited to, statements relating to the consummation
of the proposed transaction and the terms and timing thereof, are
subject to change based on factors beyond the control of the company.
Many of such statements contain words such as "anticipate," "believe,"
"estimate," "intend," "plan," "expect," "will" or "future" and words
of similar meaning. Accordingly, the company's actual results may
differ materially from those expressed or implied in any such
forward-looking statements, along with other factors described in the
company's filings with the Securities and Exchange Commission from
time to time regarding risks affecting the company's financial
condition and results of operations. The company does not undertake to
publicly update or revise its forward-looking statements even if
experience or future changes make it clear that any projected results
expressed or implied therein will not be realized.
Additional Information and Where to Find It
RemedyTemp has agreed to file a proxy statement in connection with
the proposed acquisition. The proxy statement will be mailed to the
shareholders of RemedyTemp. RemedyTemp's shareholders are urged to
read the proxy statement and other relevant materials when they become
available because they will contain important information about the
acquisition and RemedyTemp. Investors and security holders may obtain
free copies of these documents (when they are available) and other
documents filed with the Securities and Exchange Commission at the
SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by
RemedyTemp by going to RemedyTemp's Investor Relations page on its
corporate website at www.remedytemp.com.
RemedyTemp and its officers and directors may be deemed to be
participants in the solicitation of proxies from RemedyTemp's
shareholders with respect to the acquisition. Information about
RemedyTemp executive officers and directors and their ownership of
RemedyTemp common stock is set forth in the proxy statement for the
RemedyTemp 2006 Annual Meeting of Shareholders, which was filed with
the SEC on January 13, 2006. Investors and security holders may obtain
more detailed information regarding the direct and indirect interests
of RemedyTemp and its respective executive officers and directors in
the acquisition by reading the preliminary and definitive proxy
statements regarding the merger, which will be filed with the SEC.
CONTACT: RemedyTemp, Inc.
Monty Houdeshell
Senior Vice President and Chief Financial Officer
949-425-7600
or
PondelWilkinson Inc.
Roger Pondel/Rob Whetstone, 310-279-5980