| AQUENT ANNOUNCES PROPOSAL TO ACQUIRE COMPUTER HORIZONS FOR $5 PER SHARE IN CASH
Boston, MA (April 14, 2003) - Aquent LLC, a privately held global professional services firm, today announced that it had sent a letter to the Board of Directors of Computer Horizons Corp. (Nasdaq: CHRZ) proposing to acquire all of the outstanding common stock of Computer Horizons for $5.00 per share in cash. Based upon Computer Horizons' closing price of $3.00 per share on Friday, April 11, 2003, Aquent's proposal represents a premium of 67%. Aquent's $5.00 per share cash proposal is also a 69% premium to Computer Horizons' average closing share price of $2.96 over the past 30 trading days and is higher than any trading price for Computer Horizons' common stock over the last two years.
Aquent also announced that it intends to file preliminary proxy materials with the Securities and Exchange Commission relating to Computer Horizons' Annual Meeting of Shareholders scheduled for Wednesday, May 14, 2003. Aquent intends to solicit proxies to elect two independent and highly-qualified candidates to Computer Horizons' Board of Directors. The two individuals Aquent intends to nominate as directors are: Robert A. Trevisani and Karl L. Meyer. Aquent also intends to solicit proxies to amend Computer Horizons' bylaws to authorize shareholders who own 10% or more of Computer Horizons' outstanding stock to call a special meeting of shareholders. At present, only management or the holders of 50% or more of Computer Horizons' outstanding stock can call a special meeting.
Aquent noted that while it would prefer to meet with the Board and management of Computer Horizons to negotiate a mutually acceptable transaction, Aquent's request to present its premium proposal was declined. Aquent is committed to pursuing directly with Computer Horizons shareholders the means necessary to consummate this transaction.
Following is the full text of the letter from John Chuang, Chairman and Chief Executive Officer of Aquent, to the Board of Directors of Computer Horizons:
"April 14, 2003
Thomas J. Berry, Chairman
William M. Duncan, Director
Rocco J. Marano, Director
William J. Marino, Director
Earl L. www, Director
William J. Murphy, Director
Computer Horizons Corporation
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046
Gentlemen:
I am the Chairman and Chief Executive Officer of Aquent LLC ("Aquent") and wish to inform you of our strong interest in pursuing a combination of Aquent and Computer Horizons Corp. ("CHRZ"), as well as certain actions we are taking in connection with CHRZ's upcoming annual meeting of shareholders.
Our Acquisition Proposal
We propose to acquire all of the outstanding common stock in CHRZ for a cash purchase price of $5.00 per share. Our proposal is based upon our review of publicly available information concerning CHRZ. Any binding agreement would be subject to due diligence and the negotiation and execution of definitive documentation, which we are prepared to commence immediately.
Our $5.00 per share cash proposal represents a premium of 67% to CHRZ's closing price on Friday, April 11, 2003 of $3.00, a 69% premium to CHRZ's average closing price of $2.96 over the past 30 trading days and is higher than any trading price for CHRZ common stock over the last two years. We firmly believe our $5.00 per share cash proposal provides all CHRZ shareholders with value well beyond that which could be achieved by CHRZ on a stand alone basis and I am confident that CHRZ shareholders will enthusiastically support it. We believe that asset-based borrowings, together with the existing resources of both companies, will be more than sufficient to fund this transaction. We have had extensive discussions with our current lender regarding an amendment to our existing loan agreement to include assets held by CHRZ. Based on the credit availability reported in CHRZ's 2002 Form 10-K, our lender has indicated a willingness to issue a commitment letter for a credit facility of $72.5 million following a short due diligence investigation. In addition, we have received strong expressions of interest from alternative funding sources.
As you know, consolidation in the IT Services industry is occurring and will continue at an increasing pace -- the size of an industry participant will significantly affect its future success. In fact, this was confirmed today by De Bellas & Co., an investment banking firm, in a press release reviewing M&A activity in the staffing industry. Al De Bellas, president of De Bellas & Co., said, 'History indicates that staffing industry consolidation will soon pick up again and there are many actions owners in all sectors should be taking now to optimize their company's positioning for a future sale.'1 CHRZ experienced declining IT Services revenue each quarter during 2002, with fourth quarter 2002 revenue being 29.5% lower than fourth quarter 2001 revenue. With IT Services revenue currently at an annual runrate of $174 million based on fourth quarter 2002 revenue, in our view CHRZ is simply not large enough to compete effectively as an independent IT Services concern.
Founded 17 years ago, Aquent is a privately-held premier global solutions company headquartered in Boston, Massachusetts. We employed approximately 10,000 people worldwide during 2002 and operate 70 offices located in 15 countries. Our company consists of two divisions: IT Services, providing solutions in application development, quality assurance testing, and project management; and Marketing & Creative Services, providing outsourcing, systems consulting and staffing for Global 1000 companies. Aquent has a long history of innovation and leadership. We were the first national firm to offer comprehensive health insurance benefits to contractors. Recently, we were the first company to outsource creative services departments worldwide for multinational organizations. We have a strong balance sheet, no debt and have been profitable every year since our founding. Aquent is well-positioned to succeed in our industry.
Aquent has a strong track record of successful acquisitions, having completed over a dozen in our 17-year history. In December 2001 we acquired Renaissance Worldwide, Inc. (NASDAQ: REGI), a publicly traded IT solutions and staffing firm with revenues of over $200 million. In this similar transaction, Aquent acquired all of the outstanding shares of Renaissance common stock for approximately $100 million in cash. Aquent financed the transaction with asset-based loans and cash on hand. Following the sale of a non-core government solutions business, all debt incurred in that transaction was retired. We offer a team with proven experience and have the necessary resources to complete our proposed acquisition quickly.
Our Proxy Material Filing
While it remains our preference to negotiate a mutually acceptable transaction, Aquent is committed to pursuing directly with your shareholders the means necessary to consummate this transaction. That is why we are filing preliminary proxy materials with the Securities and Exchange Commission. We will seek to elect two independent, highly-qualified candidates to CHRZ's board of directors and to amend CHRZ's by-laws to enhance the ability of CHRZ shareholders to call a special meeting.
We do not desire to file proxy materials and seek to take action at the annual meeting of shareholders. We attempted, through an intermediary who contacted your current chief executive officer, to arrange a meeting with Mr. Berry and present our $5.00 per share cash proposal to your chairman in person. Mr. John Cassese, who resigned as director and is on administrative leave from his former role as chief executive officer following his recent indictment on insider trading charges, responded. Purporting to act on behalf of CHRZ where he supposedly has no official capacity, Mr. Cassese made it clear that neither he nor CHRZ had any interest in receiving or considering an offer. Consequently, and in light of the upcoming annual meeting, we felt we had no alternative but to undertake these actions at this time or risk an unacceptable delay before our proposal, or a similar proposal, could be put before the CHRZ shareholders.
We believe it is in the best interests of all CHRZ shareholders that you consider our 67% premium acquisition proposal. We are confident that a transaction between Aquent and CHRZ can be completed quickly and we will make all resources available to accomplish this goal.
Please call me directly at (617) 535-5025 to discuss our proposal. You may also contact our financial advisor, Cooper Mills of SunTrust Robinson Humphrey, at (404) 926-5072, or our legal counsel, Jay Bothwick and Edward Young of Hale and Dorr LLP, at (617) 526-6000.
Thank you.
Very truly yours,
/s/ John Chuang
John Chuang
Chairman and Chief Executive Officer
cc:
Cooper Mills, SunTrust Robinson Humphrey
Jay E. Bothwick, Esq., Hale and Dorr LLP
Edward Young, Esq., Hale and Dorr LLP"
SunTrust Robinson Humphrey is acting as financial advisor to Aquent and Hale and Dorr LLP is acting as legal counsel.
About Aquent
Aquent LLC is a privately-held premier global solutions company that operates 70 offices located in 15 countries. Aquent consists of two divisions: IT Services, providing solutions in application development, quality assurance testing, and project management; and Marketing & Creative Services, providing outsourcing, systems consulting and staffing for Global 1000 companies. Aquent was founded 17 years ago and is headquartered in Boston, MA. Additional information about Aquent can be found on the Company's website at www.aquent.com.
In connection with Computer Horizons' upcoming Annual Meeting, Aquent plans to file a proxy statement with the Securities and Exchange Commission (SEC). COMPUTER HORIZONS HAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and other material (when available) and any other documents that may be filed by Aquent with the SEC in connection with the Annual Meeting at the SEC's web site at www.sec.gov. Computer Horizons shareholders may also obtain free copies of the proxy statement and other documents filed by Aquent in connection with the annual meeting by directing a request to: Aquent LLC, 711 Boylston Street, Boston, Massachusetts 02116, Attn: Steven M. Kapner, phone: (617) 535-5000, email: skapner@aquent.com.
SAFE HARBOR STATEMENT
Certain statements contained herein regarding matters that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby, including due to risk factors listed from time to time in Computer Horizons' reports and filings with the Securities and Exchange Commission.
Contact:
Investors
Mark Harnett
MacKenzie Partners
212-929-5500
Media
Matthew Sherman / Jeremy Jacobs
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
1 Permission to use quotation neither sought nor obtained. | 
