Exhibit 99.1
Edgewater Technology, Inc. Announces Successful Sale of Robert Walters plc
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Through IPO on London Stock Exchange
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Fayetteville, AR - July 5, 2000 - Edgewater Technology, Inc. (NASDAQ: EDGW),
previously known as StaffMark, Inc. ("Edgewater"), today announced an initial
public offering ("IPO") of 69,500,000 shares of its indirect wholly-owned
subsidiary Robert Walters plc ("Robert Walters") at a price of 170 pence per
share. The shares will be listed on the London Stock Exchange.
The offering includes 67,200,000 existing shares being sold by Edgewater, and
2,300,000 new shares being sold by Robert Walters. Edgewater has also granted
the underwriters a thirty (30) day over-allotment option of an additional
10,400,000 existing shares. Edgewater's share of offering gross proceeds will
be (Pounds)114.2 million (approximately $172.5 million at current exchange
rates) prior to offering commissions, fees and expenses. If the over-allotment
option is exercised, Edgewater's share of offering gross proceeds will be
(Pounds)131.9 million (approximately $199.2 million at current exchange rates)
prior to offering commissions, fees and expenses. The proceeds from the new
shares offered by Robert Walters will be retained for Robert Walters general
corporate purposes and development of its Internet strategy. Shares in Robert
Walters began trading on a conditional basis on the London Stock Exchange on
July 6, 2000 with closing expected to occur on July 13, 2000, subject to
customary underwriting closing conditions.
Net proceeds from Edgewater's sale of Robert Walters shares will be used to pay
off Edgewater bank debt (approximately $92.5 million), and the remaining net
proceeds are expected to be redeployed in a manner designed to enhance
stockholder value and the capital position of its e-business consultancy,
Edgewater Technology.
Last week Edgewater announced the sale of its Commercial Services Division to
Stephens Group Inc., for $190.1 million, including the sale of the name
StaffMark. Edgewater continues to evaluate strategic alternatives for its other
remaining businesses - IntelliMark, ClinForce and Strategic Legal Resources -
which could result in Edgewater Technology remaining as the primary operating
unit of Edgewater.
Commenting on the announcement, Clete Brewer, Chairman and Chief Executive of
Edgewater Technology, Inc. said, "We are very pleased that the IPO of Robert
Walters has been so well received by the market. The close of the Robert
Walters IPO will better enable us to enhance stockholder value and focus our
resources on the successful and profitable Edgewater Technology business."
Edgewater Technology, located in Boston's Route 128 technology corridor, is an
award-winning e-business consultancy. Edgewater Technology applies its e-
strategy, e-solutions and outsourcing services to vertical markets such as
retail e-commerce, financial and asset management, healthcare, facilities
management and emerging markets. Edgewater Technology brings mission-critical
e-solutions to clients in the middle market.
About Edgewater
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Edgewater Technology, Inc., formerly known as StaffMark, Inc., provides human
resource and business solutions through four specialty platforms: IntelliMark
information technology staffing and solutions; ClinForce clinical trials support
services; Strategic Legal Resources legal staffing and Edgewater Technology, an
e-business consulting firm. Find more information at www.edgewater.com
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This Press Release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
made with respect to the pending disposition of equity interests in the Robert
Walters Plc consultancy,
the gross offering proceeds, the amount and the anticipated uses of proceeds
from such disposition, potential strategic alternatives for Edgewater's other
businesses and planned-e-commerce growth and competitive initiatives for the
Edgewater Technology e-business consulting unit. Words such as "begin,"
"pursuing," "reviewed," "could," "will," "intend," "increasing," "provide,"
"should," "focus," "believe," "expect," "continue," and "plan," or the negative
thereof or variations thereon and similar expressions are intended to identify
forward-looking statements. These forward-looking statements inherently involve
certain risks and uncertainties, although they are based on our current plans or
assessments that are believed to be reasonable as of the date of this Press
Release. Factors that may cause actual results, disposition proceeds, goals,
targets or objectives to differ materially from those contemplated, projected,
forecast, estimated, anticipated, planned or budgeted in such forward-looking
statements include, among others, the following possibilities: (i) an inability
to successfully complete the Robert Walters Plc public share offering; (ii)
declines in demand for placement (permanent or temporary) of staffing or
solutions services; (iii) changes in industry trends, such as changes in the
demand for or supply of professional/information technology staffing or e-
solutions personnel, whether on a temporary or permanent placement basis; (iv)
adverse developments involving debt, equity, currency or technology market
conditions; (v) failure to obtain new customers or retain significant existing
customers; (vi) loss of key executives; and/or (vii) general economic and
business conditions (whether foreign, national, state or local) which include
but are not limited to changes in interest or currency exchange rates. Actual
events or results also may differ materially from those discussed, contemplated,
forecasted, estimated, anticipated, planned or implied in the forward-looking
statements as a result of the various factors described above and those further
set forth under the headings "Management Discussion and Analysis - Possible
Robert Walters Flotation," "-Foreign Currency Translation" and "-Special Note
Regarding Forward Looking Statements" in the Company's Quarterly Report on Form
10-Q filed with the Securities & Exchange Commission on May 8, 2000, "Business -
Factors Affecting Finances, Business Prospects and Stock Volatility" in the
Company's Form 10-K filed with the Securities & Exchange Commission on March 20,
2000, and under the heading "Potential Risks, Detriments and Other
Considerations Associated With The Transaction" in the Company's definitive
proxy statement dated September 25, 1998, which was filed with the Securities &
Exchange Commission on September 25, 1998.
For further information:
Lekha Rao, Brunswick Group 212-333-3810