EX-99.1
4
v209620_ex99-1.htm
Exhibit
99.1
For Immediate Release -
Contact:
Jay Schecter
212-346-7960
jschecter@aabilities.com
Corporate
Resource Services Completes
Acquisition
of
Tri-Diamond
Staffing Inc.
NEW
YORK-(January 31, 2011)-Corporate Resource Services, Inc. (OTCBB: CRRS), a
national provider of temporary and permanent staffing services (the "Company"),
completed its previously announced acquisition of Tri-Diamond Staffing Inc. from
an affiliate of Tri-State Employment Services, Inc on January 31,
2011. Tri-Diamond Staffing, which following the consummation of the
acquisition will be known as Diamond Staffing Services, Inc., is in the business
of providing temporary and permanent employment staffing services and related
support services principally to clients in light industrial
businesses. The purchase price is approximately $25 million which was
paid through the issuance of 29,411,765 shares of the Company's common
stock.
Tri-Diamond
Staffing had sales of approximately $77 million for the nine-month period ended
September 30, 2010, with approximately $1.8 million in pre-tax income for the
same period. The company has 23 offices throughout the United
States.
"We are
pleased by the addition of Diamond Staffing Services" said Jay H. Schecter,
Chief Executive Officer of the Company. Mr. Schecter continued "this
acquisition will only serve to strengthen the business of Corporate Resource
Services."
The
transaction was reviewed and approved by a special independent committee of the
Board of Directors. The special committee received a fairness opinion
from The BVA Group LLC, which indicated that the purchase price paid by the
Company for Tri-Diamond, as well as the price per share of the Company's common
stock used to determine the number of shares to be issued, was fair from a
financial point of view to the unaffiliated stockholders of the
Company.
About
Corporate Resource Services
Through
its four wholly-owned subsidiaries, Accountabilities, Corporate Resource
Development, Insurance Overload Services and Integrated Consulting Group,
Corporate Resource Services is a national provider of diversified staffing,
recruiting and consulting services, including temporary staffing services, with
a focus on light industrial services, the insurance industry and clerical and
administrative support. The Company provides its services across a
variety of industries and to a diverse range of clients ranging from sole
proprietorships to Fortune 1000 companies. The Company conducts all
of its business in the United States through the operation of over approximately
50 staffing and recruiting offices.
Safe
Harbor Disclaimer: This press release contains "forward-looking statements".
These statements relate to expectations concerning matters that are not
historical facts. Such forward-looking statements may be identified by words
such as "anticipates", "believes", "can", "continue", "could", "estimates,"
"expects", "intends", "may", "plans", "potential", "predicts", "should", or
"will" or the negative of these terms or other comparable terminology. These
statements, and all phases of our operations, are subject to known and unknown
risks, uncertainties and other factors, including, but not limited to, our
ability to satisfy our working capital requirements; our ability to identify
suitable acquisition candidates or investment opportunities; our ability to
integrate any acquisitions made and fully realize the anticipated benefits of
these acquisitions; successor liabilities that we may be subject to as a result
of acquisitions; material employment related claims and costs as a result of the
nature of our business; our ability to retain key management personnel; the
financial difficulty of our clients, which may result in nonpayment of amounts
owed to us; significant economic downturns resulting in reduced demand for our
services; our ability to attract and retain qualified temporary personnel, who
possess the skills and experience necessary to satisfy our clients and other
risk factors as identified in our annual report on Form 10-K for the fiscal year
ended September 30, 2011, and our other reports filed with the Securities and
Exchange Commission, or SEC. Readers are cautioned not to place undue reliance
on these forward-looking statements. Our actual results, levels of activity,
performance or achievements and those of our industry may be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Except as
required by law, we undertake no obligation to update the forward-looking
statements.
-end-
2

EX - 99 . 1 4 v209620 _ ex99 - 1 . htm Exhibit 99 . 1 For Immediate Release - Contact : Jay Schecter 212 - 346 - 7960 jschecter@aabilities.com Corporate Resource Services Completes Acquisition of Tri - Diamond Staffing Inc . NEW YORK - ( January 31 , 2011 ) - Corporate Resource Services , Inc . ( OTCBB : CRRS ) , a national provider of temporary and permanent staffing services ( the " Company " ) , completed its previously announced acquisition of Tri - Diamond Staffing Inc . from an affiliate of Tri - State Employment Services , Inc on January 31 , 2011 . Tri - Diamond Staffing , which following the consummation of the acquisition will be known as Diamond Staffing Services , Inc . , is in the business of providing temporary and permanent employment staffing services and related support services principally to clients in light industrial businesses . The purchase price is approximately $ 25 million which was paid through the issuance of 29,411,765 shares of the Company ' s common stock . Tri - Diamond Staffing had sales of approximately $ 77 million for the nine - month period ended September 30 , 2010 , with approximately $ 1.8 million in pre - tax income for the same period . The company has 23 offices throughout the United States . " We are pleased by the addition of Diamond Staffing Services " said Jay H . Schecter , Chief Executive Officer of the Company . Mr . Schecter continued " this acquisition will only serve to strengthen the business of Corporate Resource Services . " The transaction was reviewed and approved by a special independent committee of the Board of Directors . The special committee received a fairness opinion from The BVA Group LLC , which indicated that the purchase price paid by the Company for Tri - Diamond , as well as the price per share of the Company ' s common stock used to determine the number of shares to be issued , was fair from a financial point of view to the unaffiliated stockholders of the Company . About Corporate Resource Services Through its four wholly - owned subsidiaries , Accountabilities , Corporate Resource Development , Insurance Overload Services and Integrated Consulting Group , Corporate Resource Services is a national provider of diversified staffing , recruiting and consulting services , including temporary staffing services , with a focus on light industrial services , the insurance industry and clerical and administrative support . The Company provides its services across a variety of industries and to a diverse range of clients ranging from sole proprietorships to Fortune 1000 companies . The Company conducts all of its business in the United States through the operation of over approximately 50 staffing and recruiting offices . Safe Harbor Disclaimer : This press release contains " forward - looking statements " . These statements relate to expectations concerning matters that are not historical facts . Such forward - looking statements may be identified by words such as " anticipates " , " believes " , " can " , " continue " , " could " , " estimates , " " expects " , " intends " , " may " , " plans " , " potential " , " predicts " , " should " , or " will " or the negative of these terms or other comparable terminology . These statements , and all phases of our operations , are subject to known and unknown risks , uncertainties and other factors , including , but not limited to , our ability to satisfy our working capital requirements ; our ability to identify suitable acquisition candidates or investment opportunities ; our ability to integrate any acquisitions made and fully realize the anticipated benefits of these acquisitions ; successor liabilities that we may be subject to as a result of acquisitions ; material employment related claims and costs as a result of the nature of our business ; our ability to retain key management personnel ; the financial difficulty of our clients , which may result in nonpayment of amounts owed to us ; significant economic downturns resulting in reduced demand for our services ; our ability to attract and retain qualified temporary personnel , who possess the skills and experience necessary to satisfy our clients and other risk factors as identified in our annual report on Form 10 - K for the fiscal year ended September 30 , 2011 , and our other reports filed with the Securities and Exchange Commission , or SEC . Readers are cautioned not to place undue reliance on these forward - looking statements . Our actual results , levels of activity , performance or achievements and those of our industry may be materially different from any future results , levels of activity , performance or achievements expressed or implied by these forward - looking statements . Except as required by law , we undertake no obligation to update the forward - looking statements . - end - 2