On Assignment, Inc. (NASDAQ: ASGN) (“On Assignment” or the “Company”) today announced the completion of its acquisition of Apex Systems, Inc. (“Apex Systems”), a privately held leading information technology staffing and services firm located in Richmond, Virginia. This closing follows the execution and announcement of the Agreement of Merger between the parties on March 20, 2012.
“With Apex Systems as our newest division, On Assignment is now even better positioned in one of the most attractive and fast-growing segments in the staffing industry,” said Peter T. Dameris, President and Chief Executive Officer of On Assignment. “Apex Systems’ IT staffing services are complementary to those offered by our existing information technology division, Oxford Global Resources. Given the offerings do not compete, the acquisition will create value for our clients, shareholders and employees by expanding our presence in the IT staffing market.”
Under the terms of the Agreement of Merger, On Assignment acquired all of Apex Systems’ equity and retired all of its debt for a total of approximately $600 million. The purchase price is comprised of $383 million in cash and 14.3 million shares of newly issued stock. The transaction is expected to be accretive on a pro forma GAAP basis in 2012 and beyond, excluding any transaction-related costs.
The acquisition was approved by the Boards of Directors of On Assignment and Apex Systems. Additionally, On Assignment’s shareholders approved the issuance of shares of common stock to consummate the merger between On Assignment and Apex Systems at its Annual Meeting on May 14, 2012.
In connection with the closing, On Assignment obtained a new $540 million senior secured credit facility from Wells Fargo Bank, N.A., Bank of America Merrill Lynch, and Deutsche Bank Trust Company Americas. The credit facility provides for a $75 million revolving credit facility and $100 million term loan A and a $365 million term loan B. The proceeds of $490 million from the new senior secured credit facility was used to pay the cash portion of the purchase price, to repay existing indebtedness of On Assignment and Apex Systems, and to pay fees and expenses in connection with the transaction.