THE SOLOMON-PAGE GROUP LTD. AGREES TO REVISED
MANAGEMENT BUYOUT AT $5.25 PER SHARE IN CASH
New York, NY -- June 28, 2000 -- The Solomon-Page Group, Ltd. (Nasdaq Stock
Market: SOLP) announced today that it has entered into an amended and restated
agreement under which a management group consisting of the three principal
executive officers of Solomon-Page, Lloyd Solomon, Scott Page and Herbert
Solomon, is to acquire all of the outstanding publicly held shares of Common
Stock of Solomon-Page at a price of $5.25 per share.
Previously, Solomon-Page had announced its entry into a similar agreement under
which the price to have been paid for the publicly held shares of Common Stock
was to be $4.25 per share. Following the announcement of the original merger
agreement, a stockholder of Solomon-Page, on behalf of a purported class of
Solomon-Page's stockholders, initiated litigation against Solomon- Page and its
directors in the Court of Chancery of the State of Delaware. The plaintiff in
the litigation sought, among other things, to enjoin the Solomon-Page directors
from proceeding with the previously announced merger agreement. In light of
additional financial data that became available to the Special Committee of the
Board of Directors subsequent to the execution of the original agreement, the
Special Committee consulted with its financial advisor and requested that
negotiations be reopened in respect of the $4.25 merger consideration. After
negotiations between the management group and the Special Committee, the
management group agreed to increase to $5.25 per share the price to be paid for
the publicly held shares.
The revised transaction, which is structured as a one-step cash merger, was
approved by Solomon-Page's Board of Directors (whose members include the
management group), acting upon the unanimous recommendation of a Special
Committee of the Board comprising two independent, unaffiliated directors. In
reaching its decision, the Special Committee was advised by its financial
advisor, Legg Mason Wood Walker, Incorporated, which rendered a written opinion
that the increased merger consideration is fair from a financial point of view
to the holders of common stock (other than the members of the management group).
As set forth more fully in the merger agreement, the Special Committee is able
to receive inquiries from any other parties interested in a possible acquisition
of Solomon-Page.
It is expected that the proposed merger will be voted upon by Solomon-Page's
stockholders at a meeting of stockholders expected to be held in the third or
fourth quarter of the calendar year 2000. Under the amended and restated
agreement, the merger requires approval both by the holders of 66 2/3% of the
outstanding Common Stock and by the holders of a majority of the outstanding
Common Stock not owned by the management group. In addition, completion of the
merger is subject to the receipt by the management group of financing to
consummate the transaction and other customary conditions. The management group
has received a commitment letter to provide all of the funds necessary to
complete the proposed merger.
Based upon the increase in the merger consideration and the requirement that the
merger be conditioned on the approval of the holders of a majority of the
outstanding Common Stock not
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owned by the management group, the parties to the stockholder litigation have
reached an agreement in principle to settle such litigation. Solomon-Page and
its directors have vigorously denied any wrongdoing or liability in connection
with the allegations made in the litigation and have entered into the agreement
in principle solely to eliminate the distraction, burden and expense of further
litigation. Final settlement of the litigation is conditioned upon, among other
things, the consummation of the merger, the completion of confirmatory
discovery, the execution of a stipulation of settlement and court approval.
Solomon-Page is a specialty niche provider of staffing services organized into
two primary operating divisions: temporary staffing/consulting and executive
search/full-time contingency recruitment. The temporary staffing/consulting
division provides services to companies seeking personnel in the information
technology, accounting, human resources and legal areas. The executive
search/full-time contingency recruitment division comprises ten lines of
business, including five industry (capital markets, publishing and new media,
healthcare, fashion services and banking), and five functional (information
technology, accounting, human resources, legal and administrative support).
This press release does not constitute "proxy solicitation material" within the
meaning of Regulation 14A and Schedule 14A under the Securities Exchange Act of
1934, as amended.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section21E
of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, future action or inaction by the Board of Directors and stockholders
and Solomon-Page and regulatory authorities with respect to the matters referred
to in this press release. Although Solomon-Page believes that the assumptions
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this press release will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by Solomon-Page or any other person that the objectives and plans
of Solomon-Page will be achieved.
Contact: Lloyd B. Solomon
Chief Executive Officer
Solomon-Page
(212) 403-6100
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