Exhibit 99.2
HUMANA SIGNS LETTER OF INTENT TO ACQUIRE EMCORE PROFESSIONAL EMPLOYERS, INC.
Tuesday, May 11, 2004
HANOVER, Md., May 11, 2004 -- Humana Trans Services Holding Corporation (OTC
BB:HTSC.OB - NEWS) (HTTP://WWW.HUMANASERVICES.COM), a firm principally engaged
in employee leasing and recruitment services announces that it has signed a
Letter of Intent to acquire 100% of the issued and outstanding common stock of
Emcore Professional Employers, Inc., a corporation based in Greenville, North
Carolina in exchange for 60% of the outstanding common shares of Humana. Emcore,
like Humana, is a company engaged in the business of Human Resources
Organization (H.R.O.)/Professional Employers Organization (P.E.O.) Services.
Emcore currently processes approximately $50,000,000 in payroll revenue and is
in the final stages of negotiating the acquisition of a P.E.O. based in Atlanta,
Georgia, that processes an additional approximately $36,000,000 in payroll
revenues. Assuming the acquisition by Emcore of the Georgia based P.E.O. is
completed, the payroll revenue of Humana upon acquiring the stock of Emcore
would exceed $100,000,000. An Emcore/Humana combination will create a
state-of-the-art human resource outsourcing company that offers a wide variety
of products and services. The combination of companies and will be able to
cross-sell each company's client base the basic niche services each company was
offering separately, thus creating a cost effective, premium level of price and
service.
The terms and conditions of the transaction include the following:
The shareholders of Emcore would have 60% control of the new business
combination, while the current Humana shareholders would retain 29%, and it is
anticipated that an additional 11% would be used to raise the $5,000,000 in
equity capital that is a condition precedent to the transaction closing. The
management of Emcore will be the controlling management subsequent to the
closing, with the current management also participating. Prior to the
acquisition of the Emcore stock by Humana, all recruiting and staffing
operations of Humana will be "spun-out" as a special dividend for the benefit of
the pre-acquisition Humana shareholders. Terms and conditions of the "spin-out"
are still being determined, no record date for the spin-out has been set, and it
has not been determined whether the stockholders of Emcore will participate in
the new "spin-out" company.
The Letter of Intent calls for a closing to be completed by August 30, 2004, and
may only be extended mutually, in writing for 90 days. In addition, the funding
of $5,000,000 referenced above must be secured prior to Humana acquiring the
shares of Emcore.
John Daly, President of Humana stated, "The prospect of combining with Emcore is
very exciting, as it will enable us to offer to more customers, a broader
seamless array of services at a reduced cost to us, the provider. The
combination will allow us ever greater leverage and entrance into even more
markets."
Wes Mackenzie, President of Emcore stated, "This merger will provide a platform
for our companies to grow even more in the Mid-Atlantic and Southeast regions.
We believe these markets have the best outlook for the next 3-5 years in our
industry and we are very excited to have this opportunity."
Safe-Harbor Statement
Certain statements in this communication constitute "forward-looking" statements
that involve a number of known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be
materially different from any results, performances or achievements express or
implied by such forward-looking statements. Undue reference should not be placed
on these forward-looking statements, which speak only as of the date thereof. We
undertake no obligation to update any forward-looking statements.
Contact:
John Daly, CEO/ President of Humana
Phone: (888) 508-8866
Wes Mackenzie, President of Emcore
Phone: (800) 343-0930
|