TeleSpectrum Worldwide Inc. Agrees to Merge With
CRW Financial, Inc.
KING OF PRUSSIA, Pa., June 12 /PRNewswire/ -- TeleSpectrum Worldwide Inc.
(Nasdaq: TLSP - news) today announced that it has reached a non-binding memorandum
of terms to merge with CRW Financial, Inc., its largest shareholder. It is expected that
CRW's only principal assets at the time of the merger will be approximately 6.9 million
shares of TeleSpectrum's common stock and approximately $1.5 million in cash.
TeleSpectrum and CRW have begun to negotiate a definitive agreement and expect to
obtain any required shareholder approval for the merger by the fourth quarter of 1998.
Under the proposed merger, TeleSpectrum would issue 4.6 million new shares of
TeleSpectrum common stock in exchange for all outstanding CRW common stock at an
exchange ratio of .709. TeleSpectrum would also continue or convert existing rights which
would result in rights to purchase an additional 2.1 million new shares of TeleSpectrum
common stock with aggregate exercise proceeds of approximately $5.7 million. In addition,
TeleSpectrum would distribute to CRW shareholders a cash payment aggregating an
amount equal to the cash received upon the merger.
At the closing market price on June 11, 1998, of approximately $8.50 per share for
TeleSpectrum's common stock, this merger will result in a reduction in the number of shares
used in calculating diluted earnings per share for TeleSpectrum of approximately 890,000
shares. Since TeleSpectrum and CRW have not reached a definitive agreement as of this
date, no assurance can be given that such an agreement will ultimately be completed.
''This transaction is beneficial to our shareholders in that it reduces outstanding shares, it
uncomplicates our capital structure, and it increases the float in our stock,'' said Keith E.
Alessi, Chairman, President and CEO of TeleSpectrum Worldwide. |
