SOURCE: Oasis Outsourcing

September 16, 2016 16:10 ET

Oasis Outsourcing Announces Acquisition of Controlling Shareholder of Fortune Industries, Inc.

WEST PALM BEACH, FL--(Marketwired - September 16, 2016) - Oasis Outsourcing, the nation's largest privately held professional employer organization (PEO), has acquired CEP, Inc., the holder of over ninety-one percent (91%) of the common stock of Fortune Industries, Inc. (OTC PINK: FDVF), a PEO group comprised of Century II, Inc., Employer Solutions Group, Inc., and Professional Staff Management, Inc. The Fortune Industries group is one of the nation's oldest PEO groups and provides full-service human resources and employment-related services to its diverse client base throughout the country. Oasis Outsourcing currently serves almost 6,000 clients and more than 200,000 worksite employees nationwide. This transaction will add over 14,000 worksite employees in 47 states to the Oasis platform. Terms of the deal were not disclosed.

Oasis Outsourcing will promptly take the steps necessary to effect a "short-form" merger of CEP with and into Fortune Industries under Indiana law, without a meeting of Fortune Industries shareholders. This process will include the mailing of a copy and summary of a plan of merger to each record shareholder of Fortune Industries common stock at least 30 days prior to filing the related articles of merger. Upon the closing of the short-form merger, Oasis Outsourcing will acquire all of the remaining shares of Fortune Industries common stock, par value $0.10 per share, for [$0.586] per share in cash. The price per share of Fortune Industries common stock to be paid by Oasis Outsourcing in the short-form merger exceeds the implicit price per share paid for the shares of Fortune Industries common stock indirectly acquired in the acquisition of CEP, Inc., because the shareholders of CEP, Inc. agreed to pay for certain transaction costs and to bear the risk of potential indemnity liabilities. After the completion of the merger, Fortune Industries will be a wholly owned subsidiary of Oasis Outsourcing, and shares of Fortune Industries will no longer be quoted on the OTC Pink platform.

"The addition of Fortune Industries to the Oasis family continues our trend of strategic acquisitions as part of our growth strategy," said Mark Perlberg, President and CEO of Oasis Outsourcing. "The inclusion of Century II, Professional Staff Management and Employer Solutions Group is significant in Oasis' strategy to increase our geographic footprint and cost-efficient client offerings. This acquisition also gives us the opportunity to welcome an experienced and talented team of Fortune Industries professionals to the Oasis organization."

"This is an exciting time for Fortune Industries," said Tena Mayberry, President and CEO of Fortune Industries. "We are known for our high level of customer service and deep commitment to bringing solutions to our clients and their employees, and we've found that Oasis shares the same commitment to client service and innovative solutions. As our companies join together, our clients will find even more value in Oasis' additional product offerings while continuing to enjoy the same high level of service."

The current sales and service team members at Century II, Employer Solutions Group and Professional Staff Management will continue to work out of their existing locations, providing clients with uninterrupted service.

Brown Gibbons Lang & Company served as financial advisor and Bone McAllester Norton PLLC acted as principal legal counsel to CEP and Fortune Industries in this transaction. Kramer Levin Naftalis & Frankel LLP acted as legal counsel to Oasis Outsourcing.

About Oasis Outsourcing Holdings, Inc.

Oasis Outsourcing is a Florida-based Professional Employer Organization (PEO) serving more than 200,000 employees and 6,000 clients nationwide. Founded in 1996, it specializes in providing human resources services, employee benefits administration, healthcare reform support, payroll and tax administration, risk management services and staffing solutions to small- and medium-sized businesses throughout the United States. Oasis is accredited by the Employer Services Assurance Corporation (ESAC), ensuring the highest level of ethical, financial and operational standards in the PEO industry and has received SOC 1 Type II (formerly SAS 70) certification for its high level of accuracy and performance. Offices are located in Atlanta, GA; Austin, TX; Boca Raton, FL; Boston, MA; Boulder, CO; Charlotte, NC; Dallas, TX; Denver, CO; Edison, NJ; Hartford, CT; Houston, TX; Indianapolis, IN; Jacksonville, FL; Long Island, NY; Los Angeles, CA; Manhattan, NY; Miami, FL; Minneapolis, MN; Nashville, TN; Orlando, FL; Phoenix, AZ; Queens, NY; San Diego, CA; San Francisco, CA; Sarasota, FL; St. Louis MO; Tampa, FL; and West Palm Beach, FL. For more information about Oasis Outsourcing, visit www.oasisadvantage.com.

About Fortune Industries, Inc.

Fortune Industries, Inc. (OTC PINK: FDVF) is comprised of three PEO companies: Century II, Inc. in Brentwood, Tenn.; Employer Solutions in Phoenix and Tucson, Ariz., Loveland, Colo. and Provo, Utah; and Professional Staff Management, Inc. in Indianapolis, Ind. It is one of the nation's oldest PEO groups.

Fortune Industries serves more than 600 small and medium-sized businesses, representing over 14,000 worksite employees in 47 states. Services include human resource consulting and management, employee training and development, workers compensation and risk management, payroll, and benefits administration.

Based in Brentwood, Tenn., the common stock Fortune Industries is quoted on the OTC Pink platform of OTC Markets Group, Inc. under the symbol FDVF. Additional information about Fortune Industries, Inc. is available at www.ffi.net.

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