BELIZE CITY, Belize, April 1 /PRNewswire/ -- BHI Corporation
(Nasdaq: BHIC), a leader in outsourced facility services in North America,
said that there were announced today in London certain proposals for the
Company to be merged with Carlisle Holdings (London: CLH) and for the merged
company ("New Carlisle") to offer to acquire The Corporate Services Group PLC
(London: CSV), both transactions to involve the issuance by the Company of its
ordinary shares. The ordinary shares to be issued will not be registered
under the Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirement of the Act.
The New Carlisle Group, created by the merger of Carlisle and BHI, will be
an international services group with its principal operations in the UK
(temporary and permanent recruitment services, specialized contract cleaning
and ancillary support services, and specialist security and investigatory
services), North America (outsourced facilities management) and Central
America (financial services) and combined annualized sales of approximately
600 million pounds sterling. The reason for the Merger is to bring together
two management teams with extensive experience in the services sector and to
better position the merged company to capitalize on the significant expansion
expected in the outsourced services market in North America and Europe. The
Merger is not conditional on the outcome of the offer for Corporate Services.
The principal activity of Corporate Services is the provision of temporary
and permanent staffing services to businesses and government organizations in
the UK, U.S. and France and the acquisition will expand New Carlisle's
existing recruitment business and add new markets.
The merger transaction contemplates a merger ("Merger") by means of an
amalgamation under the laws of Guernsey (where Carlisle is incorporated) on
the terms of a merger agreement between Carlisle and a wholly owned subsidiary
of BHI under which Carlisle will become a subsidiary of BHI and all of the
issued shares of Carlisle will be converted into ordinary shares of BHI, which
will change its name to Carlisle Holdings Ltd. Michael A. Ashcroft will be
Chairman and CEO of the company. As a result of the Merger, Carlisle
shareholders will receive one New Carlisle share for every 43.058 Carlisle
shares held at the effective time of the Merger and BHI shareholders will
receive, by way of a stock dividend two additional New Carlisle shares for
each BHI ordinary share then held. Appropriate arrangements will be made so
that warrants for Carlisle shares will apply to New Carlisle shares.
BHI shareholders and Carlisle shareholders will own approximately 55.6%
and 44.4% of New Carlisle's capital, respectively, on the Merger becoming
effective.
BHI and Carlisle intend that New Carlisle will make an offer ("Offer") for
all of the issued shares of Corporate Services, conditional on, among other
things, the Merger becoming effective. The Offer will be to acquire all of
the outstanding shares of Corporate Services on the basis of $26.06 in cash
and 9.358 New Carlisle shares for every 100 Corporate Services shares and an
additional amount which will not exceed $52.14 and which will be determined
based upon the market value of shares of Tyco International Ltd. The Offer
values each Corporate Services share at between $1.42 and $1.94, depending on
the value of the additional amount, and represents a premium of between
23.5 per cent and 69.0 per cent to the market value of a Corporate Services
share at the close of business on March 30, 1999, the last practicable date
prior to this announcement, of $1.15.
New Carlisle also proposes to raise up to $129 million, before expenses,
by an issue of New Carlisle shares at $12.33 per share to Portland, a company
controlled by M.A. Ashcroft, in order to finance part of the cash
consideration of the Offer. As soon as practicable after the Offer becomes
unconditional, Portland proposes to offer approximately 41.1% of the New
Carlisle shares purchased by it to all other Carlisle shareholders (except in
territories where compliance with local securities laws renders this
impracticable).
A formal document with respect to the Merger will be provided to Carlisle
shareholders and warrant holders as soon as practicable. A formal document
constituting the Offer, setting out details of the Offer, will be provided to
Corporate Services shareholders as soon as practicable.
The ordinary shares to be issued in the transactions will not be
registered under the Securities Act and may not be offered in the United
States or to U.S. persons absent registration or an applicable exemption from
the registration requirement of the Act. Any U.S. persons who would otherwise
receive ordinary shares in the Merger will receive cash. The Offer will not
be made in the United States or to U.S. persons.
Forward-Looking Statement
Certain statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. In particular, statements contained herein regarding expectations
with respect to future revenue and business expansion, are subject to known
and unknown risks, uncertainties and contingencies, many of which are beyond
the control of BHI, which may cause actual results, performance or
achievements to differ materially from anticipated results, including, among
others, overall economic and business conditions, the demand for BHI's
services, competitive factors, regulatory approvals and the uncertainty of
consummation of future acquisitions. Additional factors which may affect
BHI's business and performance are set forth in BHI's filings with the
Securities and Exchange Commission.
SOURCE BHI Corporation
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Consultants, Inc., 212-232-2222, for BHI Corporation
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