BELIZE CITY, Belize, May 21 /PRNewswire/ -- BHI Corporation
(Nasdaq: BHIC), a leader in outsourced facilities services in North America,
announced today that its proposed merger with Carlisle Holdings Limited
(London: CLH) has been approved by Carlisle shareholders and is expected to
become effective on June 1, 1999. As a result of the merger, Carlisle will
merge into a wholly owned subsidiary of BHI and all of the issued shares of
Carlisle will be converted into BHI ordinary shares. BHI will change its name
to Carlisle Holdings Limited ("New Carlisle") and the Nasdaq trading symbol
(effective June 2, 1999) will be CLHL.
The New Carlisle group will be an international services group with its
principal operations in the United Kingdom (recruitment services, specialized
contract cleaning and ancillary support services, and specialist security and
investigatory services), North America (outsourced facilities services) and
Central America (financial services). Combined annual sales will be
approximately $1 billion. Michael A. Ashcroft remains the Chairman and CEO of
the company (and will own approximately 62.6% of the shares of the combined
group).
Commenting on the transaction, Mr. Ashcroft said, "Carlisle Holdings will
be a trans-Atlantic leader in the support services sector and is very well
positioned to benefit from the significant growth we expect in outsourced
services in North America and Europe. The merger brings together two
management teams with extensive experience in consolidating service sector
businesses. We expect to grow the business internally and to be opportunistic
in pursuing acquisitions in our core areas."
Carlisle shareholders will receive one New Carlisle share for every
43.058 Carlisle shares held at the effective time of the merger. BHI
shareholders and Carlisle shareholders will own approximately 55.6% and
44.4% of New Carlisle's capital, respectively.
The New Carlisle shares to be issued in the merger will not be registered
under the Securities Act of 1933, as amended, and may not be offered in the
United States or to U.S. persons absent registration or an applicable
exemption from the registration requirements of the Act.
Immediately following the merger becoming effective, New Carlisle's shares
will be converted from $0.01 par value to no par value, and are expected to be
admitted to trading on the Alternative Investment Market of the London Stock
Exchange on June 2, 1999.
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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CONTACT:
BHI Corporation, 561-368-3899; or Broadgate
Consultants, Inc., 212-232-2222, for BHI
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