Ablest Inc. to be Acquired by Koosharem Corporation for $11.00 per Share in Cash
April 04 2007 - 10:06AM
PR Newswire (US)
TAMPA, Fla., April 4 /PRNewswire-FirstCall/ -- Ablest Inc.
(AMEX:AIH) announced today that it has entered into a definitive
agreement to be acquired by Koosharem Corporation, the holding
company of Select Remedy, for $11.00 per share in cash, or
approximately $32.5 million. The board of directors of Ablest Inc.,
on the unanimous recommendation of a Special Committee of
independent directors, has approved the merger agreement and
recommends that Ablest's stockholders approve the agreement. The
transaction is expected to close prior to the end of June 2007, and
is subject to customary closing conditions, including approval of
Ablest's stockholders. Members of the Heist family, including
Charles H. Heist, III, Ablest's Chairman of the Board, have agreed
to vote the approximately 50.4% of Ablest's outstanding Common
Stock beneficially owned thereby in favor of the merger, subject to
the terms of a voting agreement. The transaction is not subject to
a financing condition. In accordance with the merger agreement, the
Special Committee, with the assistance of its financial adviser,
Hyde Park Advisors, LLC, will be conducting a market test for the
next 15 days by soliciting superior proposals from other parties.
There is no assurance that the solicitation of proposals will
result in an alternative transaction. Raymond James &
Associates, Inc. has rendered a fairness opinion to the Special
Committee as to the fairness, from a financial point of view, of
the consideration to be received by the Company's stockholders in
the merger transaction. Foley & Lardner LLP is acting as
counsel to Ablest and Skadden, Arps, Slate, Meagher & Flom LLP
is acting as counsel to Koosharem Corporation in this transaction.
Select Remedy is the product of the recently completed acquisition
of RemedyTemp, Inc. by Koosharem Corporation. Select Remedy, with
approximately 280 offices throughout North America, is a
professional staffing organization focused on delivering human
capital workforce solutions in various business sectors.
Forward-Looking Statements This document includes statements that
do not directly or exclusively relate to historical facts. Such
statements are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding the completion of the transaction.
These statements are based on the current expectations of
management of Ablest Inc.. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this document. For
example, among other things, conditions to the closing of the
transaction may not be satisfied. Additional factors that may
affect the future results of Ablest Inc. are set forth in its
filings with the Securities and Exchange Commission ("SEC"), which
are available at http://www.sec.gov/. Unless required by law,
Ablest Inc. undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional Information and
Where to Find It In connection with the proposed transaction, a
proxy statement of Ablest Inc. and other materials will be filed
with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND
THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABLEST INC. AND THE
PROPOSED TRANSACTION. Investors will be able to obtain free copies
of the proxy statement (when available) as well as other filed
documents containing information about Ablest Inc. at
http://www.sec.gov/, the SEC's free internet site. Free copies of
Ablest Inc.'s SEC filings are also available on Ablest Inc.'s
internet site at http://www.ablest.com/. Participants in the
Solicitation Ablest Inc. and its executive officers and directors
may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Ablest Inc.'s stockholders with
respect to the proposed transaction. Information regarding the
officers and directors of Ablest Inc. is included in its definitive
proxy statement for its 2006 annual meeting filed with the SEC on
April 17, 2006. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the proposed transaction. DATASOURCE: Ablest Inc. CONTACT:
John Horan, Vice President and Chief Financial Officer of Ablest
Inc., +1-813-830-7700, or Web site: http://www.ablest.com/
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