CHALFONT, Pa., March 23 /PRNewswire-FirstCall/ -- ClearPoint Business Resources, Inc. ("ClearPoint" or the "Company") , a workforce management solutions provider is negotiating an asset purchase agreement ("APA") to acquire certain assets of National Med-Staff, Inc., AEM, Inc., and Paradyme, Inc. and other related operating companies ("AEM"). The closing of the acquisition is contingent upon ClearPoint satisfactorily completing, in its sole discretion, its financial, legal, operational and customer due diligence. The acquisition is scheduled to close by April 1, 2007, and will consist of a minimal cash expenditure by ClearPoint with clawbacks to deferred purchase price dependent on future financial milestones.
Upon closing the transaction, ClearPoint intends to provide the AEM customers with new service agreements. "This potential transaction, if consummated, including the AEM assets, will allow ClearPoint to develop a dynamic human resource outsourcing solution for its small business customers with an employee base of 15-100 employees. Currently, we have over 200 customers defined as small business, mainly consisting of transportation and healthcare clients. AEM has a large customer base of over 2,000 active clients provides ClearPoint with a substantial platform to enter the human resource outsourcing market while we cross sell to current small business clients," said Michael Traina, CEO of ClearPoint.
About AEM
The companies that do business as AEM, are based in Miami, FL, and provide human resource outsourcing services solutions and maintain a license to operate as a Professional Employer Organization in the states of Georgia and Florida. The AEM companies have grown their assets over the past years to become a substantial provider of professional services in the Florida region. The companies that do business as AEM are portfolio companies of Mirabilis Ventures, Inc. or are owned by affiliates of Mirabilis Ventures, Inc. While there has been some recent press regarding legal difficulties and workers compensation coverage, the companies doing business as AEM have issued a notice to customers that Sunz Insurance, the workers compensation provider for the companies doing business as Mirabilis HR, has provided assurances of continued workers compensation coverage through April 1, 2007.
About ClearPoint
ClearPoint is a workforce management solutions provider based in Chalfont, Pennsylvania, near Philadelphia. ClearPoint's business was founded in 2001 and currently operates through 45 branches across the United States with over 5,000 employees and over 230 field associates. ClearPoint focuses on human resource/staff outsourcing, vendor management services, customized managed service programs, and workforce optimization. ClearPoint is also known for its project-based staff augmentation service which includes full service project solutions, executive search and permanent placement services, contract recruiting services and short- and long-term hourly-based assignments.
ClearPoint was recently recognized in an elite group of 100 companies in its industry with at least $100 million in revenue in the May 2006 issue of Staffing Industry Report, which published its annual list of top staffing and human resource outsourcing companies. ClearPoint (referred to as Mercer Staffing, its prior name, in the article) was also recently recognized as the 17th fastest growing private company in the United States in the "Inc. 500" in the September 2006 issue of Inc. Magazine.
On February 23, 2007, ClearPoint acquired substantially all of the assets of ALS, LLC and its subsidiaries, doing business as Advantage Services Group ("ASG"). ASG is a Florida-based provider of customized consultative labor solutions throughout the United States. This acquisition helped to expand ClearPoint's existing workforce management solutions operations.
For more information about ClearPoint, visit http://www.clear-point.com/. For more information about ASG, visit ASG's website at http://www.callasg.com/.
Summary of the Negotiations
The terms and conditions of the asset purchase agreement, including without limitation the amount of total consideration to be paid, remain subject to change based on the outcome of the continuing due diligence process being conducted by ClearPoint.
Forward-Looking Statements
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of the Company's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.
The following factors, among others, could cause actual results to differ from those set forth in the forward looking statements: any or all of the financial, legal, operational and customer due diligence ClearPoint may perform with respect to the assets being purchased may not be satisfactory to ClearPoint in its sole discretion, business conditions; weather and natural disasters; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries, investigations and related litigation; continued compliance with government regulations; changes in legislation or regulatory environments; requirements or changes adversely affecting the businesses in which ClearPoint or the companies doing business as AEM are engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of project; general economic conditions; geopolitical events; and regulatory changes; as well as other relevant risks detailed in the Company's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. The Company assumes no obligation to update the information contained in this press release.
