SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[_] Definitive Proxy Statement Commission Only (as
[_] Definitive Additional Materials permitted by
[X] Soliciting Material Under Rule 14a-12 Rule 14a-6(e)(2))
ASI Solutions Incorporated
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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FOR IMMEDIATE RELEASE
ASI BOARD APPROVES MERGER AGREEMENT WITH AON CORPORATION Leading human
resources outsourcing company to become a part of Aon's consulting organization
NEW YORK, February 23, 2001 -- ASI Solutions Incorporated (ASI) (NASDAQ: ASIS)
announced today that its Board of Directors has approved an agreement and plan
of merger with Aon Corporation (NYSE: AOC), the Chicago based holding company of
a worldwide group of businesses, which provide services and solutions in
insurance brokerage, consulting and insurance underwriting.
The merger agreement provides that Aon will acquire 100% of the shares of ASI in
an all-stock transaction. Under the merger agreement, each share of ASI will
convert into .425 shares of Aon common stock, provided that the average closing
price of Aon common shares for a 10-day measurement period ending five business
days prior to the effective date of the merger is between $34 and $42 per share.
To the extent that the average closing price of Aon common stock during this
period is above $42, the conversion rate will be adjusted so that an ASI
stockholder will receive Aon common shares having a value equal to $17.85.
Conversely, if the average closing price during the measurement period is
between $34 and $31, the conversion rate will be adjusted so that an ASI
stockholder will receive Aon common shares having a value equal to $14.45. If
the average closing price during the measurement period is below $31, ASI
stockholders will receive .466129 shares of Aon common stock for each share of
ASI stock that they own.
ASI may terminate the agreement if Aon's average common share price for the 10-
day measurement period is below $31. Completion of the merger is subject to
customary closing conditions, including stockholder and regulatory approval. In
connection with the execution of the merger agreement, holders exceeding a
majority of the voting shares of ASI have already entered into an agreement with
Aon to vote in favor of the merger.
Upon consummation of the merger, which is expected to occur within 90 days, ASI
will become part of the Aon Consulting organization. ASI's founders Bernard F.
Reynolds, Eli Salig and Seymour Adler will continue in their respective roles as
senior executives.
Commenting on the transaction Mr. Reynolds said, "We are pleased to have reached
an agreement which allows our shareholders to realize the significant value
created in this company over the past 23 years. By joining forces with one of
the largest employee benefit, human resources and management consulting
organizations in the world we know that our ability to broaden, deepen and
expand the quality services we offer both our clients and Aon's will be assured
into the future. At the same time, our management and staff will become an
integral part of an excellent company committed to growing this business through
continued investment in people and solutions that provide outstanding client
service. We look forward to making that journey together."
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Commenting on the transaction Patrick G. Ryan, chairman and chief executive
officer, Aon Corporation said, "Our clients increasingly face critical issues of
attraction, retention and productivity of employees, and we believe ASI
addresses these key needs. ASI will extend our services in employment process
outsourcing, performance improvement services, and compensation consulting,
including McLagan Partners, the leading compensation consultancy to the
financial services industry."
Donald C. Ingram, chairman and chief executive officer, Aon Consulting
Worldwide, stated, "By adding ASI's capabilities, we will greatly strengthen our
human resources outsourcing and compensation consulting services. Together with
ASI's management team, we look forward to building our worldwide business."
ABOUT ASI: ASI Solutions Incorporated is a leading international provider of a
unique blend of human resources outsourcing services for organizations seeking
to hire, train and develop a higher quality, more effective workforce. The
company offers services in three areas: Performance Improvement; Employment
Process Outsourcing; and Compensation Services and Market Share Studies (McLagan
Partners). These services are provided to major corporations and other large
organizations, primarily in the telecommunications, financial services,
information technology and healthcare industries. ASI's Internet address is
www.asisolutions.com.
ABOUT AON: Aon Corporation (www.aon.com) is a holding company that comprises a
family of insurance brokerage, consulting and insurance underwriting
subsidiaries. Aon's common stock is listed on the New York, Chicago, Frankfurt
and London stock exchanges.
This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements concerning the possible outcome of the transaction, the impact of the
transaction on ASI or Aon or the price of their stocks, and the anticipated
timing of the closing. Any such statements are subject to risks that could
cause the actual results to vary materially, including our ability to satisfy
the closing conditions set forth in the merger agreement, negative developments
relating to unforeseen order cancellations or push-outs, our strategic
relationships, the impact of intense competition on our ability to maintain
existing business and generate new business, changes in our industry and those
discussed in our quarterly and annual filings with the Securities and Exchange
Commission. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. We will not
undertake and we specifically disclaim any obligation to announce revisions to
any forward-looking statements to reflect events or circumstances occurring
after such statements were made.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ASI Solutions Incorporated plans to mail a proxy statement to its stockholders
containing information about the merger. Investors and securityholders of ASI
are advised to read the proxy statement carefully when it becomes available
because it will contain important information about Aon, the merger, the persons
soliciting proxies related to the merger, their interest in the merger, and
related matters. Investors and securityholders may obtain free copies of the
proxy statement (when available) and other
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documents filed by ASI at the Securities and Exchange Commission's website at
http://www.sec.gov. Free copies of the proxy statement also will be available
from ASI by directing such requests to the attention of Mr. Michael J. Mele, ASI
Solutions Incorporated, 780 Third Avenue, New York, New York 10017, telephone
(212) 319-8400.
INFORMATION CONCERNING PARTICIPANTS
ASI, its directors, executive officers and certain other members of management
and employees may be soliciting proxies from ASI stockholders in favor of the
merger. As of the date of this communication, the following directors and
executive officers of ASI beneficially owned approximately the following
percentages of outstanding ASI common stock: Bernard F. Reynolds (34.4%), Eli
Salig (17.0%), Seymour Adler (4.8%), Michael J. Boylan (2.0%), and F. Samuel
Smith (1.3%). Each of the other directors and executive officers of ASI
beneficially owned less than one percent of the outstanding common stock.
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CONTACT: Chris Reynolds Victor P. Thompson
ASI Solutions Incorporated EPOCH Financial Group, Inc.
(212) 319-8400 (888) 751-1306
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