Atlas Acquisition Holdings Corp. Announces Termination of Business Combination with Select Staffing
12 Fevereiro 2010 - 2:32PM
Business Wire
Atlas Acquisition Holdings Corp. (“Atlas”) (NYSE AMEX:AXG) (NYSE
AMEX:AXG.U) (NYSE AMEX:AXG.WT) today announced the termination of
its proposed business combination with Koosharem, LLC, a California
limited liability company that does business as “Select Staffing”
(“Select Staffing”). As previously announced, Atlas and Select
Staffing had entered into an agreement and plan of merger pursuant
to which Select Staffing would have become a wholly owned
subsidiary of Atlas following approval of the merger (“Merger”) by
Atlas’ stockholders.
At a special meeting of stockholders, holders of more than 30%
of Atlas’ stock issued in Atlas’ January 2008 initial public
offering voted against the Merger and sought conversion. As a
result, the Merger cannot be completed and Atlas will be
liquidated.
James N. Hauslein, Chairman and Chief Executive Officer of
Atlas, stated that “While our proposed business combination with
Select Staffing was not able to be consummated, we believe that
Atlas and its board delivered to stockholders a very attractive
investment opportunity in a difficult economic environment. Select
Staffing has a high quality and experienced management team, a
well-established presence in the temporary staffing industry, and a
strong acquisition record. We wish Select Staffing continued
success.”
Gaurav V. Burman, Atlas President, added, “We are extremely
appreciative of the efforts of Steve Sorensen, Select Staffing’s
Chief Executive Officer, as well as Atlas’ advisors, in working so
hard on the proposed Merger. Select Staffing is a great company and
I look forward to watching its continued growth.”
As a result of the Merger not being consummated, Atlas will be
liquidated. Pursuant to the Delaware General Corporation Law, Atlas
will pay or make reasonable provisions for all existing claims and
obligations, including all contingent, conditional or unmatured
collateral claims known to Atlas. Atlas cannot make any assurance
as to when liquidating distributions will be made.
About Atlas Acquisition
Holdings Corp.
Atlas is a special purpose acquisition company formed in 2007 by
James N. Hauslein, Chairman and Chief Executive Officer, and Gaurav
V. Burman, President, for the purpose of effecting a business
combination. On January 30, 2008, Atlas completed its initial
public offering of 20,000,000 units for an offering price of $10.00
per unit, or an aggregate of $200,000,000. Each unit consists of
one share of common stock, par value $.001, and one warrant. Each
warrant entitles the holder to purchase one share of common stock
at a price of $7.00 commencing on the consummation of a business
combination.
About Select
Staffing
Select Staffing is a leading provider of temporary staffing
services in the United States. Through a network of company-owned
and franchise agent offices, Select Staffing offers a wide range of
temporary staffing solutions for over 200 job classifications
across a range of service categories. Select Staffing provides its
services in 45 states through 355 offices, of which 202 are
company-owned and 153 are franchise agent offices. Select Staffing
has rapidly expanded its revenue and U.S. market share during the
past several years through numerous acquisitions and the efforts of
its strong national, regional, and local sales teams. Select
Staffing’s revenues have grown during the last four years at a
compounded annual rate of nearly 36%, from $411 million in 2004 to
over $1.4 billion in 2008.
Forward-Looking Statements and
Other Disclosure
This press release contains, and Atlas’ management may make,
certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The words
“anticipates,” “may,” “can,” “believes,” “expects,” “projects,”
“intends,” “likely,” “will,” “to be,” and other expressions that
are predictions of or indicate future events, trends, or prospects
identify forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results, performance, or
achievements of Atlas to differ materially from any future results,
performance, or achievements expressed or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, uncertainties regarding the timing of the
closing of the transactions with Select Staffing referred to above,
whether the closing conditions will be satisfied, as well as
industry, market, and economic conditions, and competitive, legal,
governmental, and technological factors. There is no assurance that
Atlas’ expectations will be realized. If one or more of these risks
or uncertainties materialize, or if Atlas’ underlying assumptions
prove incorrect, actual results may vary materially from those
expected, estimated, or projected. Atlas’ forward-looking
statements speak only as of the date of this press release or as of
the date they are made, and, except as required by law, Atlas
undertakes no obligation to update forward-looking statements.
Additional Information and
Where to Find It
In connection with the special meeting of stockholders and
special meeting of warrantholders, Atlas has filed with the
Securities and Exchange Commission (“SEC”) a definitive proxy
statement on January 26, 2010. On January 27, 2010, Atlas mailed
the definitive proxy statement to its stockholders and
warrantholders of record on January 15, 2010. You may obtain copies
of all documents filed by Atlas with the SEC, free of charge, at
the SEC’s website (www.sec.gov).
This press release is not a proxy statement or a solicitation of
proxies from Atlas stockholders and warrantholders. Any
solicitation of proxies will be made only pursuant to the
definitive proxy statement. Atlas urges its stockholders and
warrantholders to read the definitive proxy statement and
appendices thereto, because they contain important information
about Atlas and the proposals to be presented at the special
meetings of stockholders and warrantholders.
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