Business Combination Transaction between PureSpectrum, Inc. and International Medical Staffing, Inc. Nearing Completion
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Record date for share exchange established as November 3 - current PSPM shareholders will hold free trading shares of successor entity following share exchange SAVANNAH, Ga.--(Business Wire)-- The business combination between PureSpectrum, Inc. (Pink Sheets: PSPM) and International Medical Staffing, Inc. (OTCBB: IMSG) as reflected in the Agreement of Purchase and Sale and Plan of Reorganization entered into earlier this year by the two companies is almost complete. The transaction is currently scheduled to close on November 3, at which time IMSG will change its name to PureSpectrum. The close of the transaction will trigger the initiation of a share exchange for current PureSpectrum shareholders, and the issuance of replacement notes, debentures and warrants to current holders of PureSpectrum notes, debenture and warrants. Following the closing of the combination transaction, current PureSpectrum will commence dissolution proceedings. At closing, the assets of PureSpectrum will be transferred to IMSG and current PureSpectrum shareholders will be eligible to exchange their shares for registered shares in IMSG which will change its name to PureSpectrum. The record date for participation in the share exchange will be the close of business on November 4. Trading of current PureSpectrum stock should not occur after market close on November 4. Shares of current PureSpectrum stock acquired after November 4 will not be eligible for participation in the share exchange. Once the name change is effective, it is anticipated that the Financial Industry Regulatory Authority (FINRA) will clear the registered shares in "new" PureSpectrum for trading on the OTC Bulletin Board on November 3. It is anticipated that PureSpectrum`s existing transfer agent, Transfer Online, will issue transmittal letters to PureSpectrum shareholders on November 4 or November 5 providing direction for PureSpectrum shareholders to exchange PureSpectrum shares for registered shares of the "new" PureSpectrum. PureSpectrum president and CEO Lee Vanatta said he believes the successful completion of the business combination and the company`s enhanced visibility as a fully reporting company on a national stock exchange could enable the company to augment and expedite the company`s efforts in other areas. Vanatta also said the conclusion of the process which the company believes will eventually materially enhance shareholder value will also permit the company`s management to focus on achieving important objectives in core business areas such as product development, engineering, sales and marketing. "This business combination represents the successful completion of an enormous amount of work done by the company`s management and our legal team as well as the accomplishment of a critical corporate objective that we pledged to our shareholders we would accomplish this year," said PureSpectrum president and CEO Lee Vanatta. "Most importantly, as a result of the successful completion of this transaction we have potentially given the company the tools and resources it needs to increase the possibility of reaching additional corporate objectives such as a large scale product launch and international sales and marketing campaigns." Through the business combination with IMSG, PureSpectrum hopes to facilitate the accomplishment of several important corporate objectives: improving and enhancing the status of the company`s common stock, achieving fully reporting status, creating additional transparency, building the company`s credibility with all audiences and constituencies, providing greater liquidity for the company`s shareholders and providing the company access to new capital markets. "The completion of this transaction and trading on the OTC Bulletin Board potentially could have multiple benefits for PureSpectrum and its shareholders," said David Michael Conner, general counsel for PureSpectrum and a member of PureSpectrum`s board of directors. "We believe this strategy will serve the needs of the company and will facilitate the company`s ability to achieve its goals." Call (912) 961-4980 for more information about PureSpectrum or visit www.purespectrumlighting.com to watch a video demonstrating the performance of PureSpectrum`s 20-watt dimmable CFL compared to a brand name dimmable CFL. ABOUT PURESPECTRUM PureSpectrum, Inc. is a technology-driven lighting company headquartered in Savannah, Ga., that is striving to develop performance based technology solutions for energy efficient lighting in multiple categories. The company`s mission is grounded in the quest to preserve natural resources and a belief that energy efficient lighting will be embraced and absorbed through improved performance. PureSpectrum is designing technology and products that enable energy conservation and improved performance without increased cost or confusion for the consumer. PureSpectrum plans to continue its commitment to researching and developing technologies and products that satisfy consumer demand and advance the cause of energy conservation. Please call (912) 961-4980 or visit www.purespectrumlighting.com for more information on PureSpectrum. Certain statements contained in this news release regarding matters that are not historical facts may be forward-looking statements.Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements.Factors that could cause actual results to differ materially include, but are not limited to, uncertainties pertaining to continued market acceptance for PureSpectrum's products and services, its ability to succeed in growing revenue, the effect of new competitors in its market, integration of acquired businesses, and other risk factors identified from time to time by PureSpectrum. For additional information concerning risk factors, please refer to the securities filings at http://www.otcbb.com/asp/Info_Center.asp PureSpectrum, Inc. Stephen Weeks, 912-484-9743 sweeks@purespectrumlighting.com Copyright Business Wire 2009
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