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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D) (4) OF THE SECURITIES EXCHANGE ACT OF 1934
ACSYS, INC.
(Name of Subject Company)
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ACSYS, INC.
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(INCLUDING ASSOCIATED
SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK
PURCHASE RIGHTS)
(Title of Classes of Securities)
0087X 103
(CUSIP Number of Class of Securities)
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DAVID C. COOPER
CHIEF EXECUTIVE OFFICER
ACSYS, INC.
75 14TH STREET
SUITE 2200
ATLANTA, GEORGIA 30309
(404) 817-9440
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
WITH A COPY TO:
BRYAN E. DAVIS
RICHARD J. OELHAFEN, JR.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309
(404) 881-7000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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PRESS RELEASE
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AMSTERDAM, 17 APRIL 2000
VEDIOR ANNOUNCES PROPOSALS TO ACQUIRE ACSYS, A LEADING US PROVIDER OF
ACCOUNTING, FINANCE AND IT PERSONNEL
- - - ACSYS WILL COMPLEMENT VEDIOR'S SPECIALTY GROUP SELECT IN THE UNITED
STATES
- - - ADDITION OF MORE THAN 40 NEW OFFICES ACROSS THE US IN 22 MAJOR
METROPOLITAN MARKETS
- - - FINANCING PROVIDED BY ING
In commenting on this investment, Gert Smit, Chairman and Chief Executive
Officer of Vedior, said: `This is an important strategic investment for Vedior,
increasing its exposure to specialty staffing and the North American market.'
Tony Martin, Chairman of Select and Vice Chairman of Vedior, said: `This is a
particularly important and exciting opportunity. Through Select, Vedior is
increasing its presence primarily in accounting but also in the IT sectors of
the staffing industry, which continue to show strong growth potential.
Accounting is one of Select's most important specialist sectors and the merger
with Acsys, which has a proven track record and committed management in place,
assists in achieving our further growth plans.'
Vedior and its specialty group Select are pleased to announce a definitive
merger agreement with Acsys, Inc. (`Acsys' or `the Company'). Acsys, a publicly
traded company in the United States with a listing on the American Stock
Exchange (AMEX: AYS - news), is a leading national provider of specialty
professional temporary and permanent placement services focused on the high
growth sectors of accounting/finance and information technology, with offices
located primarily in the Eastern and South West regions of the US. This strong
network fits in well with Select's accounting and IT locations in the US, almost
doubling the size of the Group's presence in North America to more than 80
offices. The addition of offices in Colorado, Kansas, Missouri, Iowa, Florida,
New Jersey, Pennsylvania, New York and Delaware increases national coverage to
25 states.
Founded in 1997 and headquartered in Atlanta, Acsys currently operates more than
40 offices across the US in major metropolitan markets including Atlanta,
Dallas, Philadelphia and Washington D.C., and is the second largest US
accounting/finance staffing company, based on companies that derive more than
50% of their revenues from this sector. Acsys' IT division provides contract
professionals and staffing solutions for SAPTM, J.D.Edwards, PeopleSoft, Siebel
Systems, e-commerce and other information
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technology products. Acsys also provides specialist personnel in engineering,
human resources, insurance and legal, and a recent move into sales and
marketing, enabling them to provide added value staffing solutions to a broad
mix of customers. The Company hopes to expand its relationships with existing
clients by cross-selling these services and pursuing multi-location accounts or
preferred vendor relationships. The existing and committed management team will
remain in place.
For the year ended 31 December 1999, Acsys achieved sales of USD 168 million
(EUR 176 million). Accounting/finance staffing generated approximately 50% of
total revenues.
Acsys' Chairman and Chief Executive Officer, Mr. David Cooper stated: `We are
very pleased to be joining such a world-class organisation. Our business
philosophies, strategic focus and geographic strengths are complementary, and
the merger will allow our company to provide even greater service, reach and
opportunity to our clients, our candidates and our employees'.
Select already has an established presence in the accounting and finance
staffing market in the US through Accountants Inc. concentrated on the West
Coast and AccountPros which is based in the North East. Acsys' IT staffing
business is also complementary to Select's subsidiary, New Boston Systems.
Through this investment, Select will strengthen its position in the US by
broadening both its customer base and geographical coverage of this important
market. According to recent estimates, the professional specialty staffing
sector, which includes accounting/finance and IT, continues to outpace most
other sectors of the staffing industry with growth rates of 15% or more.
Under the definitive merger agreement, a subsidiary of Vedior will commence a
cash tender offer to purchase all of the outstanding shares of Acsys' common
stock for USD 5.00 per share. The tender offer will be contingent on receiving
at least a majority of the outstanding shares on a fully diluted basis and on
other customary conditions. Following the tender offer, any outstanding Acsys
shares would be acquired in a merger, in which the remaining Acsys shareholders
would receive USD 5.00 per outstanding Acsys share, with additional
consideration payable in respect of outstanding share options. The total
consideration payable will be approximately USD 76 million (EUR 79 million) plus
expenses.
Finance for the cash tender offer will include USD 67 million (EUR 70 million)
being provided by ING Bank Corporate Investments ("ING"). At the time that the
tender offer closes, the subsidiary of Vedior making the tender offer will
become a subsidiary of Tiberia, a newly formed company that will be owned
jointly by Vedior and ING. After the merger, Acsys will be a wholly owned
subsidiary of Tiberia. ING's investment in Tiberia will be convertible at a
price of EUR 16 into new Vedior ordinary shares. Vedior will also have an option
to purchase ING's investment for cash. The transaction will be neutral for
Vedior's earnings in 2000.
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NOTES TO EDITORS:
WITH PRO FORMA COMBINED SALES OF APPROXIMATELY EUR 5.5 BILLION IN 1999, VEDIOR
IS ONE OF THE WORLD'S LARGEST STAFFING COMPANIES. MORE THAN 12,500 EMPLOYEES IN
OVER 2,000 OFFICES DELIVER THEIR SERVICES IN 26 COUNTRIES WORLDWIDE. SELECT,
VEDIOR'S SPECIALTY GROUP, PROVIDES TEMPORARY AND CONTRACT STAFFING SERVICES IN
18 DIFFERENT NICHE SECTORS INTERNATIONALLY, THROUGH A NETWORK OF 786 OFFICES.
For further information, please contact:
TONY MARTIN, VICE CHAIRMAN OF VEDIOR, CHAIRMAN OF SELECT
Select Appointments, tel: +44 1727 842999
ZACH MILES, CHIEF FINANCIAL OFFICER OF VEDIOR AND SELECT
BAS RUTGERS, DIRECTOR CORPORATE MARKETING AND COMMUNICATION, VEDIOR
Vedior, tel: +31 20 573 5665
US Media
BRAD MULLINAX, EXECUTIVE VICE PRESIDENT FINANCE AND ADMINISTRATION, ACSYS
JODIE LAND-CHARLOP, VICE PRESIDENT, CORPORATE COMMUNICATIONS, ACSYS
Acsys, Inc., tel: +1 404 817 9440
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ACTED AS FINANCIAL ADVISOR
TO ACSYS, INC. AND ROBERT W. BAIRD & CO., INCORPORATED ACTED AS FINANCIAL
ADVISOR TO VEDIOR NV IN THIS TRANSACTION.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, TIBERIA WILL
FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
AND ACSYS WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT SHOULD BE READ CAREFULLY BY ACSYS
SHAREHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL
AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
SHAREHOLDERS OF ACSYS, AT NO EXPENSE TO THEM, THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/
RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE COMMISSION'S
WEBSITE AT WWW.SEC.GOV.
ACSYS, INC. STATES THAT INFORMATION CONTAINED IN THIS PRESS RELEASE, OTHER THAN
HISTORICAL INFORMATION, SHOULD BE CONSIDERED FORWARD-LOOKING IN NATURE AND IS
SUBJECT TO VARIOUS
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RISKS, UNCERTAINTIES AND ASSUMPTIONS. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE ANTICIPATED, ESTIMATED OR
EXPECTED. AMONG THE KEY FACTORS THAT MAY HAVE A DIRECT BEARING ON THE OPERATING
RESULTS, PERFORMANCE OR FINANCIAL CONDITION ARE THE COMPANY'S ABILITY TO ACHIEVE
AND MANAGE GROWTH; THE COMPANY'S ABILITY TO SUCCESSFULLY IDENTIFY SUITABLE
ACQUISITION CANDIDATES, COMPLETE ACQUISITIONS OR INTEGRATE THE ACQUIRED BUSINESS
INTO ITS OPERATIONS; THE COMPANY'S ABILITY TO ATTRACT AND RETAIN QUALIFIED
PERSONNEL; THE COMPANY'S ABILITY TO DEVELOP NEW SERVICES; CONDITIONS IN THE
SPECIALTY PROFESSIONAL STAFFING INDUSTRY; GENERAL ECONOMIC CONDITIONS AND OTHER
FACTORS DISCUSSED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION.
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