Complete Business Solutions, Inc. Completes Merger with Claremont
Technology Group, Inc.
FARMINGTON HILLS, Mich., July 27 /PRNewswire/ -- Complete Business
Solutions, Inc. (Nasdaq: CBSL) reported that the merger with Claremont
Technology Group, Inc. (Nasdaq: CLMT) was completed on July 24, 1998. At a
special meeting of CBSL shareholders on July 22, 1998, shareholders approved
the merger and also approved an increase in the authorized number of shares, a
move intended to provide flexibility in financing the Company's growth.
Claremont Technology Group shareholders overwhelmingly approved the merger in
a special meeting on July 16, 1998.
Claremont shareholders will receive 0.775505 shares of Complete Business
Solutions' common stock for each Claremont share exchanged. This exchange
ratio was derived based on the value of the average price of CBSL stock over
20 trading days as provided in the merger agreement. The merger is expected
to qualify as a tax-free exchange of shares.
"Our recent mergers with Synergy and Costello added tremendous value in
revenue growth and in margin growth," noted Raj Vattikuti, President and Chief
Executive Officer of CBSL. "Now, with Claremont on board, we expect to
continue this growth and take advantage of their tremendous depth, both in
talent as well as account base. We have already begun to very successfully
cross-sell solutions as well as high-end consulting. We are leveraging our
customer relationships not only in the U.S., but in Europe and Asia as well.
"With the combined strengths of our merged companies, we can continue to
grow revenues and EPS substantially," Vattikuti indicated. "As of August 1,
we will appear as one entity to our employees, providing one-stop solutions to
our customers and projecting one brand name: Partnership Sourcing. Over the
past months, we have examined our internal potential to identify the best
management strengths and position them geographically. We have designed our
national business units in the areas of Industry, ERP and Technology. We will
announce these organizational details next month."
With the exception of statements regarding historical matters and
statements regarding the Company's current status, certain matters discussed
herein are forward-looking statements that involve substantial risks and
uncertainties that could cause actual results to differ materially from
targets or projected results. Such forward-looking statements regarding
targets or projections may be identified by the use of the words "anticipate,"
"believe," "estimate," "expect," "plan" and similar expressions. Factors that
could cause such differences include the recruitment and retention of IT
professionals, government regulation of immigration, increasing significance
and risks of non-U.S. operations, variability of operating results, decrease
in demand for Year 2000 services, exposure to conditions in India, fixed-price
projects, competition, management of growth, rapid technological change, risks
related to mergers and acquisitions and potential liability to clients.
About The Companies
Complete Business Solutions, Inc. is a worldwide provider of information
technology ("IT") services to large and mid-size organizations. The Company
offers its clients a broad range of IT services, from advising clients on
strategic technology plans to developing and implementing appropriate IT
applications solutions. CBSL offers custom-tailored solutions based on an
assessment of each client's needs. The Company's services include: Year 2000
conversion and testing services; applications development and maintenance;
reengineering legacy applications to client/server technology; client/server
applications development; IT consulting services; packaged software
implementation; and contract programming services. For 1997, CBSL's revenue
increased approximately 43 percent to $194.0 million, from $135.3 million in
1996, both years restated for the acquisition of Synergy Software, Inc. in
November, 1997 and c.w. Costello & Associates, inc. in January, 1998.
Trailing four-quarter revenues ending March 31, 1998 were approximately
$213 million.
Claremont Technology Group, Inc., which had trailing four-quarter revenues
ending March 31, 1998 of approximately $85 million, is a leading IT systems
integration firm providing services to large and mid-sized corporations and
state governments. Claremont provides a full life-cycle of IT services to
vertical industry markets including manufacturing, communications, financial
services and utilities, as well as the public sector, in particular in the
field of benefits services. Its broad range of systems integration services
include IT strategy and project management, business process reengineering
consulting, custom software development and packaged software implementation,
as well as consulting and implementation for client/server migration.
SOURCE Complete Business Solutions, Inc.
Web Site: cbsinc.com
CONTACT: Tim Manney, EVP Finance Administration, 248-848-2203, or
Gail Lutey, Investor-Public Relations, 248-848-2217,
glutey@cbsinc.com, both of Complete Business Solutions; or
General Info, Jim Ketelsen, jvk@chi.frbd.com, Analysts, Margaret
Huebner, mmh@chi.frbd.com, or Media Contact, Darcy Bretz,
dfb@chi.frbd.com, all of The Financial Relations Board,
312-266-7800
NOTE TO EDITORS: For more information on Complete Business
Solutions, Inc., visit the Company's website at cbsinc.com or
dial 1-800-PRO-INFO and enter the ticker "CBSL"
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