Incorrect Information in Tender Offer Documents Filed By PSQ, LLC
14 April 2009 - 10:45PM
PR Newswire (US)
OAKBROOK TERRACE, Ill., April 14 /PRNewswire-FirstCall/ -- As
previously announced, General Employment Enterprises, Inc. (NYSE
Amex: JOB) entered into a definitive securities purchase and tender
offer agreement on March 30, 2009 under which PSQ, LLC agreed to
acquire a controlling interest in General Employment. Under the
terms of the agreement, PSQ agreed to (1) purchase from General
Employment 7,700,000 newly issued shares of Common Stock of General
Employment at a purchase price of $0.25 per share for a total
purchase price of $1,925,000, and (2) commence a cash tender offer
to purchase from General Employment's shareholders up to 2,500,000
outstanding shares of Common Stock at a purchase price of $0.60 per
share. PSQ filed its tender offer statement and related tender
offer documents with the Securities and Exchange Commission ("SEC")
on April 13, 2009. The documents filed by PSQ, however, contain
certain incorrect information, including with respect to the tender
offer, the terms of the securities purchase and tender offer
agreement, and General Employment. Such incorrect information
includes, for example, incorrect statements regarding: the
expiration date for the tender offer and the circumstances under
which PSQ will be required to extend the expiration date for the
tender offer; the intentions of General Employment's affiliates
with respect to tendering in the tender offer (General Employment's
directors and executive officers have informed General Employment
that they will not tender any of their shares in the tender offer,
and to General Employment's knowledge, none of its other affiliates
or subsidiaries intends to tender any shares held by them in the
tender offer); the conditions relating to PSQ's obligations to
consummate the tender offer, and PSQ's ability to amend such
conditions and other terms of the tender offer; PSQ's right to
designate certain persons to be appointed to General Employment's
board of directors if the tender offer is consummated; and certain
statements purported to be made by or with respect to General
Employment. The foregoing list is for illustrative purposes only,
and is not intended to be a complete list of the incorrect
information contained in PSQ's tender offer documents. PSQ's tender
offer documents were filed without review by or input from General
Employment. PSQ has assured General Employment that PSQ will be
filing supplements and/or amendments to its filed tender offer
documents as soon as possible to correct the incorrect information
in the documents. General Employment intends to file its Schedule
14D-9 solicitation/recommendation statement with the SEC promptly
after PSQ files such supplements and/or amendments. Shareholders
and investors are urged not to review or rely on any of the
information contained in PSQ's currently filed tender offer
documents. Instead, shareholders and investors should wait until
supplements or amendments are filed that correct the incorrect
information contained in PSQ's tender offer documents, and should
then carefully review those documents. As previously disclosed, the
tender offer, share purchase and related transactions contemplated
by the securities purchase and tender offer agreement are subject
to certain customary closing conditions, including receipt of
approval from General Employment's shareholders in favor of the
share purchase. About General Employment General Employment
provides professional staffing services through a network of 16
branch offices located in nine states, and specializes in
information technology, accounting and engineering placements.
Additional Information about the Tender Offer and Share Purchase
and Where to Find It This press release is being made in connection
with the proposed share purchase from General Employment by PSQ and
the proposed tender offer for shares of General Employment to be
made by PSQ. This press release is for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell
any securities. The solicitation and the offer to buy shares of
General Employment Common Stock is being made pursuant to an offer
to purchase on Schedule TO and related materials that PSQ has filed
with the SEC, which documents PSQ has informed us it intends to
supplement or amend promptly to correct incorrect information
contained therein. Thereafter, General Employment will file with
the SEC a solicitation/recommendation statement on Schedule 14D-9
and a related information statement, as well as a proxy statement
relating to shareholder approval of the proposed share purchase.
Shareholders and investors are urged to disregard the initial
tender offer documents filed by PSQ and instead read the
supplemented and amended materials that PSQ intends to file, as
well as subsequent documents and filings, carefully and in their
entirety if and when they become available because they will
contain important information about the tender offer and/or the
proposed share purchase. When the offer to purchase (including
supplements and amendments thereto), solicitation/recommendation
statement, proxy statement and/or information statement become
available, they will be mailed to General Employment shareholders
who are entitled to receive such documents. In addition, the tender
offer statement and related offer to purchase (including
supplements and amendments thereto), solicitation/recommendation
statement, proxy statement and/or information statement as well as
other filings containing information about General Employment, the
tender offer and the share purchase, if and when filed with the
SEC, will be available free of charge at the SEC's Internet Web
site, http://www.sec.gov/. In addition, investors and shareholders
may obtain free copies of the solicitation/recommendation
statement, proxy statement and/or information statement as well as
other filings containing information about General Employment, the
tender offer and the share purchase that are filed with the SEC by
General Employment, if and when available, by contacting Kent
Yauch, Chief Financial Officer, at (630) 954-0495. General
Employment and its directors and officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies with respect to the proxy statement that
will be used in connection with the share purchase. Information
regarding General Employment's directors and executive officers is
detailed in its proxy statements and annual reports on Form 10-KSB
previously filed with the SEC, and will be included in the proxy
statement relating to the share purchase, when it is filed.
Forward-Looking Statements The statements made in this press
release which are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements include statements regarding the
commencement of, and the acquisition of shares pursuant to, the
tender offer, the consummation of the share purchase, the filing of
documents and information with the SEC, other future or anticipated
matters regarding the transactions discussed in this release and
the timing of such matters. Such forward-looking statements often
contain or are prefaced by words such as "will" and "expect." As a
result of a number of factors, our actual results could differ
materially from those set forth in the forward-looking statements.
Certain factors that might cause our actual results to differ
materially from those in the forward-looking statements include,
without limitation: (1) the risk that the conditions to the closing
of the tender offer or the share purchase set forth in the
securities purchase and tender offer agreement will not be
satisfied, (2) changes in General Employment's business during the
period between the date of this press release and the closing, (3)
obtaining regulatory approvals (if required) for the transaction,
(4) the risk that the transactions will not be consummated on the
terms or timeline first announced, and (5) those factors set forth
under the heading "Forward-Looking Statements" in our annual report
on Form 10-KSB for the fiscal year ended September 30, 2008, and in
our other filings with the SEC. General Employment is under no
obligation to (and expressly disclaims any such obligation to) and
does not intend to update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
DATASOURCE: General Employment Enterprises, Inc. CONTACT: Herbert
F. Imhoff, Jr., Chief Executive Officer and President of General
Employment Enterprises, Inc., +1-630-954-0495, Fax,
+1-630-954-0595, Web Site: http://www.generalemployment.com/
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