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EXHIBIT 99.2
(NORRELL
CORPORATION(R) LOGO) NEWS
Interim Contacts Norrell Contacts:
Media: Liza Palermo Media: Gene Stevenson
(404) 240-3661 (404) 240-3446
Investor: Deirdre Skolfield Investor: Barbara Marxer
(954) 489-6225 (404) 240-3286
INTERIM SERVICES INC. AND NORRELL CORPORATION TO MERGE TRANSACTION TO CREATE $4
BILLION LEADER IN STAFFING, HUMAN CAPITAL MANAGEMENT
Ft. Lauderdale, FL and Atlanta, GA, March 25, 1999 --- Interim Services Inc.
(NYSE:IS) and Norrell Corporation (NYSE:NRL), two of the world's leading
workforce management companies, today announced a definitive agreement for
Norrell to merge with Interim.
Shareholders of Norrell will receive 0.9 shares of Interim stock for each
Norrell share on a tax-deferred basis. Norrell shareholders electing to receive
cash in lieu of stock will have the right to do so within certain limitations
and on a taxable basis. The Interim stock will constitute a maximum of 90
percent of the total consideration. Based on yesterday's closing price and
estimated debt to be assumed, the transaction is valued at approximately $553
million. The transaction is expected to conclude during the second quarter 1999
subject to regulatory and shareholder approval. The transaction, which will be
accounted for as a purchase and at the maximum stock component, is expected to
be accretive to Interim 1999 diluted earnings per share by about $0.01. This
accretion estimate does not include potential operating synergies, but does
take into consideration a reduction in net earnings expectations for Norrell's
1999 fiscal year to approximately $1.39 to $1.42 per share. The foregoing
estimates also exclude Norrell's Y2K operating charges during the last six
months of 1999, which are projected to be $ 0.10 per diluted Interim share.
Accretion per diluted Interim share for the year 2000, including currently
estimated operating synergies, is expected to be $0.10 to $0.20.
"The merger with Norrell brings the development of our portfolio of services in
the area of human capital management to near completion. The transaction
significantly increases the scope of our information technology, accounting and
commercial staffing business units, while adding two new services to the
Interim portfolio -- outsourcing and call center services," said Interim
Chairman, President and CEO Ray Marcy. "In addition, we have adequately
penetrated the North American market through the merger with Norrell and expect
this transaction to mark the completion of large acquisitions in North
America."
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"Our organization has always had the highest level of respect for Norrell as a
competitor. Interim and Norrell adhere to a similar sales strategy that focuses
on value-added services, as opposed to price discounting. In addition, both
Interim and Norrell have evolved to offer clients a variety of services that
aid in the strategic management of human capital. Because of the similarity in
sales philosophy and the complementary nature of the two companies' field
locations and service offerings, we believe integration will be a smooth and
successful process. "
Marcy added, "We look forward to the geographical coverage that will make us a
powerful force in key areas, such as Chicago, Atlanta, Northern California, and
the Northeast, as well as the addition of Norrell's global account team, which
focuses on high-level integrated sales. We stand to benefit from the fact that
while Interim has targeted Fortune 1000 clients, Norrell has focused more on
Fortune 100 clients."
Doug Miller, Norrell chairman and chief executive officer, said "Norrell and
Interim share a similar vision and have pursued marketplace positioning as
strategic workforce management and human capital management companies,
respectively. The combined companies will have enhanced capabilities to serve
clients on a global basis with the widest range of services available in the
industry."
Positive Service Mix Shift
The merger with Norrell will result in significant changes to the Interim
service mix, reflecting a continuing emphasis on professional and managed
services. Combined for the calendar year 1999, service mix for the combined
companies is expected to be as follows:
- - Managed services will increase from approximately 16% to nearly 26%
of revenues.
- - Permanent placement business shifts from 13% to 8% of revenues.
- - Flexible staffing will remain at 53% of revenues.
- - Consulting revenues will decline from approximately 16% to 13% of
revenues
Assuming completion of the merger, Interim estimates the combined companies'
1999 revenues will be $4 billion. Based upon 1998 information, Interim believes
the combined companies' industry ranking would be 3rd largest in the US in
terms of revenue and 4th largest worldwide in terms of EBITDA (earnings before
interest, taxes, depreciation and amortization).
Service lines new to Interim
Combining the companies' revenues for the calendar year 1999, the transaction
is estimated to add:
- - More than $250 million in outsourcing revenues - a predominantly new
area of service for Interim - which would increase the Managed
Staffing revenues of the combined companies to approximately $1
billion. Norrell's outsourcing business assumes responsibility for the
management of functions either at a client's site or at an independent
service center. Examples include administrative support centers,
workforce selection, sales resource and call centers.
- - Significant expertise in call center operations, which is a natural
and strategic expansion of Interim's help desk business. Norrell's
call centers manage inbound communication such as reservations,
customer service requests and order processing.
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Expansion of existing Interim service lines
Combining the companies' revenues for 1999, the transaction is estimated to
add:
- - Information technology (IT) revenues of $250 million, increasing total
IT revenues for Interim to approximately $1 billion. The combined
companies' comprehensive IT service offerings would position Interim
as a clear global leader within this sector. Norrell's' complementary
IT practice areas include Enterprise Resource Product (ERP)
implementation and emerging technologies, as well as staffing,
consulting and educational services.
- - More than $40 million in estimated accounting revenues, which would
extend Interim North American accounting revenues beyond the $100
million mark in 1999. Combined with Michael Page, Interim estimates
total worldwide accounting/finance revenues would exceed $600 million
in 1999.
- - Approximately $800 million in commercial staffing revenues, which
would shift the Interim commercial staffing business mix to 60%
clerical and 40% light industrial. Combined company commercial
staffing revenues are estimated at $1.8 billion in 1999. In addition,
management believes that the combined companies' success in the
On-Premise service line would create a clear and powerful North
American leader in this area.
- - Interim's successful internal technology strategies are expected to
provide operating efficiencies and solutions that complement Norrell's
internal technology initiatives.
Management Change
Doug Miller, chairman and CEO, will remain with the combined companies for a
transition period and play a valuable role in the integration process and
transition of leadership to Marcy. Upon completion of the transaction, Norrell
founder Guy W. Millner, with an estimated 10% of outstanding Interim shares,
will be one of Interim's largest individual shareholders and a Director of
Interim.
Financing
This news release is intended to take advantage of the "safe harbor" provided
by the Private Securities Litigation Reform Act of 1995 with respect to such
forward-looking statements and contains certain forward-looking statements and
information that involve risks and uncertainties. Where used in this release,
the words "anticipate," "believe", "estimate", "expect," and similar
expressions are intended to identify forward-looking statements. The actual
results of the merged companies could differ materially from the results
anticipated by such forward looking statements. Among the factors that may have
a direct bearing on the companies' results are the companies' ability to attain
expected synergies, the ability to integrate Norrell's operations, fluctuations
in economic conditions in the companies' markets, the degree and nature of
competition, price competition, the companies' ability to recruit and place
employees, their ability to attract new clients and retain key management, and
other factors discussed in the reports filed by Interim and Norrell with the
securities and exchange commission.
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About Interim Services Inc.
Interim Services Inc., headquartered in Ft. Lauderdale, FL, is a leader in the
assessment, measurement and deployment of human capital. Through a network of
nearly 880 offices throughout North America, Europe and Australia/Asia, the
Company generated revenues of approximately $1.9 billion in 1998. It provides
flexible staffing, consulting, search/recruitment and managed services in
accounting, information technology, legal, human resources, sales and
marketing; as well as administrative, clerical and light industrial. More
information is available on the Interim website at www.interim.com.
About Norrell Corporation
Norrell Corporation is a strategic workforce management company that integrates
client business strategies with workforce strategies to strengthen
organizational effectiveness and flexibility. With 1999 annualized revenues of
approximately $1.4 billion, the company provides its services to an extensive
client base through a multinational network of company-owned, franchised and
outsourcing locations. Norrell's web site is http://www.norrell.com.
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