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On Assignment Announces Two Acquisitions, Sale Of Its Allied Healthcare Unit And Updated Q4 Estimates

Acquisition of Whitaker Medical, LLC

On December 2, 2013, the Company acquired Whitaker Medical, LLC (“Whitaker”), a physician staffing business based in Houston, Texas, for $17.1 million in cash at closing and up to an additional $5 million based on future operating performance. The purchase price was paid out of cash on hand.

Estimated 2013 revenues for Whitaker are approximately $27 million. Whitaker is expected to grow above the growth rate for the physician staffing industry and its margins are comparable to the Company’s legacy physician staffing business.

Whitaker provides experienced health practitioners across a wide variety of subspecialties to medical facilities across the country and has been in business for more than 20 years. Whitaker also has offices in Atlanta, Austin, and Huntsville, Alabama. Whitaker will become a part of the Company’s VISTA Staffing Solutions business, making VISTA the fourth largest physician staffing practice in the United States with combined pro forma 2013 revenues of over $130 million.

“We are also very fortunate to have Whitaker join the On Assignment family,” said Dameris. “Whitaker’s concentration on the primary care market and geographic locations in the south are highly complementary to VISTA’s existing physician staffing business. In addition to their focus on physician staffing, Whitaker possesses strong expertise in advanced practice, including physician assistants, nurse anesthetists and nurse practitioners, which we believe to be one of the fastest growing segments in healthcare staffing.”

Sale of Allied Healthcare Unit

On Assignment also announced the sale of certain operating assets of its Allied Healthcare division (“Allied Unit”) to a subsidiary of Cross Country Healthcare, Inc. for $28.7 million in cash. The Company will retain the working capital of the Allied Unit, which is approximately $3.6 million. The Allied Unit accounted for approximately 2.5 percent of the Company’s consolidated revenues and Adjusted EBITDA for the nine months ended September 30, 2013. As a result of the sale, the operating results of the Allied Unit will be reported as discontinued operations. The Condensed Consolidated Statements of Operations and Comprehensive Income presented below have been retroactively restated to report the Allied Unit as discontinued operations. Excluded from the sale of the Allied Unit is the Company’s Health Information Management practice, which will become part of Oxford’s Healthcare IT group.

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