EXHIBIT 99.1
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1511 N. Westshore Blvd., Suite 900 Tampa, Florida 33607 (813) 830-7700 www.ablest.com |
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FOR IMMEDIATE RELEASE
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SYMBOL: AIH |
Wednesday, April 4, 2007
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TRADED: AMEX |
ABLEST INC. TO BE ACQUIRED BY KOOSHAREM CORPORATION
FOR $11.00 PER SHARE IN CASH
TAMPA, Fla., April 4, 2007 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 Ablests
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 Ablests stockholders. Members of the Heist
family, including Charles H. Heist, III, Ablests Chairman of the Board, have agreed to vote the
approximately 50.4% of Ablests 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
Companys 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 SECs 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.
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SOURCE: Ablest Inc.
CONTACT: John Horan, Vice President and Chief Financial Officer
813/830-7700 or jhoran@ablest.com/