7115
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
--------------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Acsys, Inc.
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(Name of Subject Company (Issuer))
Tiberia B.V. (will become parent of Offeror) and
Platform Purchaser Inc. (Offeror)
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Common Stock, no par value per share (including associated Series A
Junior Participating Preferred Stock Purchase Rights)
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(Title of Classes of Securities)
0087X 103
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(CUSIP Number of Class of Securities)
Scott J. Davis, Mayer, Brown & Platt,
190 S. LaSalle, Chicago, IL 60603, 312-701-7311
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee*
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*Set forth the amount on which the filing fee is calculated
and state how it was determined.
Not required in connection with this filing which contains
solely preliminary communications made before the
commencement of a tender offer.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: _________________ Filing Party: __________________
Form or Registration No.: _________________ Date Filed: ____________________
[x] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
The press release announcing the transaction is attached hereto.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final
amendment reporting the results of the tender offer: [ ]
<PAGE>
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
o Acsys will complement Vedior's specialty group Select in the United States
o Addition of more than 40 new offices across the US in 22 major metropolitan
markets
o 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
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
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<PAGE>
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.
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.
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<PAGE>
For further information, please contact:
Tony Martin, Vice Chairman of Vedior, Chairman of Select
Select Appointments, tel: +44 1727 842999
Zach Miles, Chief Finance 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 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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