The article below may explain Friday's slip ......even though it is not necessarily bad news .....
Computer Horizons Corp. Announces Intention To Make An Offer to Acquire Spargo Consulting PLC
May 22, 1998 11:37 AM EDT
MOUNTAIN LAKES, N.J.--(BUSINESS WIRE)--May 22, 1998--Computer Horizons Corp. (NASDAQ: "CHRZ"), a diversified information technology services and products company, today announced that it had reached agreement with the board of directors of London Stock Exchange-listed Spargo Consulting PLC on the terms of an offer to be made outside the United States by Computer Horizons to acquire the whole of the issued share capital of Spargo Consulting in exchange for common stock in Computer Horizons.
Spargo Consulting's board of directors has agreed to recommend the offer to its shareholders. Under the terms of the offer, each share of Spargo Consulting would receive 0.15096 of a share of Computer Horizons common stock. The transaction would involve the issue of common stock representing slightly less that 6.6% of Computer Horizons' current outstanding common stock, with a value (based upon the closing common stock price of Computer Horizons on May 21, 1998) of approximately $67.4 million on a fully diluted basis. The making of the offer is conditional on the effectiveness of a related registration statement filed today with the Securities and Exchange Commission.
The acquisition, which is expected to be accounted for through a pooling of interests, is conditional on, amongst other things, acceptance by at least 90% of Spargo Consulting's shareholders. Irrevocable undertakings to accept the offer have already been received in respect of 75.01% of Spargo Consulting's issued share capital.
Computer Horizons is an information technology services and products company providing its clients with resource augmentation and advanced technology solutions to business problems through applications development, client/server migration, network management, emerging technologies, and legacy systems maintenance, including "Year 2000" services.
Spargo Consulting an information technology consultancy service provider in the UK offering a range of services in software applications which encompass design, build, maintenance and enhancement to a largely blue chip client base in the UK. Spargo Consulting's target customer base is large computer users comprising major blue chip companies, financial institutions and leading consulting companies based in the UK, the US and Western Europe. Spargo Consulting's clients include Lloyds TSB Plc, Xerox Limited, J.P. Morgan, J.H. Marsh & McLellan Limited and Ladbroke Racing Limited.
Commenting on the Offer, John J. Cassese, President and Chairman of Computer Horizons, said: "The acquisition of Spargo Consulting will help Computer Horizons respond to the rapid growth in demand for our services in the UK, complementing our existing strength in the US market. Spargo Consulting brings with it considerable infrastructure and an experienced management team which will be invaluable in developing Computer Horizons' activities outside the US."
Bob Morton, Chairman of Spargo Consulting, said: "Spargo Consulting has built itself into one of the leading information technology service providers in the UK offering a range of services to our blue chip client base. Our merger with Computer Horizons will allow us to expand and develop the range of services that we can offer and provide the resources to support our growing client base whilst enhancing the quality of service that we provide."
This press release includes certain "forward-looking statements" for purposes of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties that could cause actual results to differ materially. Such statements are based upon, among other things, assumptions made by, and information currently available to, management, including management's own knowledge and assessment of Computer Horizons's industry and competition.
The Panel on Takeovers and Mergers in the UK ("the Panel") wishes to draw to the attention of Member firms of NASDAQ certain UK dealing disclosure requirements following the announcement on May 7,1998 by Spargo Consulting that it had received an approach that might or might not lead to an agreed merger proposal. This announcement commenced an offer period for the purposes of the City Code on Takeovers and Mergers (the "City Code") which is published and administered by the Panel. An offer period is deemed to commence at the time when an announcement is made of a proposed or possible offer, with or without terms. Computer Horizons and Spargo Consulting have equity securities traded on NASDAQ and London Stock Exchange respectively.
The relevant disclosure requirements are set out in Rule 8 of the City Code. In particular Rule 8.3 requires public disclosure of dealings during an offer period by persons who own or control, or who would as a result of any transaction own or control, 1% or more of any class of relevant securities of the offeror or offeree company.
Disclosure should be made on an appropriate form before 12 noon (London time) on the business day following the date of the dealing transaction. These disclosures should be sent to the Company Announcements Office of the London Stock Exchange (fax number: +44 171 588 6057). Copies of appropriate disclosure forms may be obtained on request by faxing Broadview Associates LLC on (201) 346 9191 (attention Peter Mooney, NJ office) or (650) 378 4710 (attention Ella Duval, CA office).
The Panel requests that Member firms advise those of their clients who wish to deal in the securities of Computer Horizons and/or Spargo Consulting, whether in the US or the UK, that they may be affected by these requirements. If there is any doubt as to their application, the Panel should be consulted. (Telephone number +44 171 382 9026, fax number: +44 171 638 1554).
This press release includes certain "forward-looking statements" for purposes of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties that could cause actual results to differ materially. Such statements are based upon, among other things, assumptions made by, and information currently available to management, including management's own knowledge and assessment of the Company's industry and competition.
c Business Wire. All rights reserved. |
