CERTAIN INFORMATION CONCERNING THE COMPANY. Except as specifically set forth herein, the information concerning the Company contained in this Offer to Purchase has been taken from or is based upon information furnished by the Company or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to the Company's public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We have no knowledge that would indicate that any statements contained herein based on such documents and records are untrue or incomplete in any material respect. However, we do not assume any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to us. General. SFN Group, Inc. is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. The telephone number for the Company is (▇▇▇) ▇▇▇-▇▇▇▇. According to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2010, SFN is a strategic workforce solutions provider with two operating segments, professional services and staffing services, which provide temporary staffing, outsourcing and other services and permanent placement under several specialty brands. Available Information. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities, any material interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements filed with the SEC and distributed to the Company's stockholders. Such information also will be available in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 and the Information Statement. Such reports, proxy statements and other information are available for inspection at the SEC's Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information about the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-0213. The SEC also maintains a web site on the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy statements and other information regarding registrants, including the Company, that file electronically with the SEC. You may also obtain free copies of the documents filed with the SEC by the Company at the Company's website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.
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CERTAIN INFORMATION CONCERNING THE COMPANY. Except as specifically set forth herein, the information concerning the GENERAL The Company contained in this Offer to Purchase has been taken from or is based upon information furnished by the Company or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to the Company's public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We have no knowledge that would indicate that any statements contained herein based on such documents and records are untrue or incomplete in any material respect. However, we do not assume any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to us. General. SFN Group, Inc. is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. The telephone number for the Company is (▇▇▇) ▇▇ ▇▇-▇▇▇▇. According The following information concerning the Company has been taken from or based on publicly available documents on file with the Commission, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect to, the accuracy or completeness of such information or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Annual Report on Form 10-K for Thailand complex and its gamma plants under construction in the fiscal year ended December 26United States, 2010, SFN is the Company will operate a strategic workforce solutions provider with two operating segments, professional services and staffing services, which provide temporary staffing, outsourcing and other services and permanent placement under several specialty brandstotal of 18 irradiation processing facilities worldwide. Available Information. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information reporting informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC Commission relating to its business, financial condition and other matters. Information Certain information, as of particular dates dates, concerning the Company's directors and officers, officers (including their remunerationcompensation, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interests interest of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements filed with the SEC and annual reports distributed to the Company's stockholders. Such information also will be available in stockholders and filed with the Company's Solicitation/Recommendation Statement on Schedule 14D-9 and the Information StatementCommission. Such reports, proxy statements and other information are available for inspection and copying at the SECpublic reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's Public Reference Room customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect to the SEC at ▇Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's Annual Report on Form 10-▇▇▇K for the fiscal year ended March 31, 1998 (the latest Form 10-▇▇▇K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-▇▇▇▇ Q for further the quarter ended December 31, 1998 (the latest Form 10-Q on file for the Company with the Commission). More comprehensive financial information about is included in such reports and other documents filed by the public Company with the Commission, and the following summary is qualified in its entirety by reference room. Copies of to such information documents (which may be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-0213. The SEC also maintains a web site on the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy statements inspected and other information regarding registrantsobtained as described above), including the Company, that file electronically with financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the SEC. You may also obtain free copies accuracy of the documents filed with the SEC by the Company at the Company's website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.financial information set forth below. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
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CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Massachusetts corporation with its principal executive offices located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and its telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Except as specifically otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase Purchase, including financial information, has been furnished by the Company or has been taken from or is based upon information furnished by the Company or its representatives or upon publicly available documents and records on file with the SEC Commission and other public sources. The summary information set forth below is qualified in its entirety by reference to Although neither Parent nor the Company's public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We have no Purchaser has any knowledge that would indicate that any statements contained herein based on upon such documents and records are untrue untrue, none of the Purchaser, Parent, the Dealer Manager, the Depositary or incomplete in any material respect. However, we do not assume the Information Agent assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether Company furnished by the Company or contained in such documents and records, records or for any the failure by the Company to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to usthe Purchaser and Parent. General. SFN Group, Inc. The Company is a Delaware corporation supplier of specialty reagents, immuno-assay test kits and molecular research products to customers involved in biomedical research, the biotechnology industry and pharmaceutical drug discovery. The Company uses monoclonal antibody and recombinant DNA technology to develop and manufacture products in the field of cytokines, chemokines and related immune system factors, the chemical messengers which convey signals within the immune system. Set forth below is certain selected consolidated financial information excerpted from the information contained or incorporated by reference in the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1998 (the 'Company 10-K') and the Company's Quarterly Report on Form 10-QSB for the quarter ended February 28, 1999 (the 'Company 10-Q'). More comprehensive financial information is included or incorporated by reference in the Company 10-K and the Company 10-Q, and the reports and other documents filed by the Company with the Commission. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. Such reports and other documents may be examined at, and copies obtained from, the offices of the Commission in the manner set forth below. ENDOGEN, INC. SELECTED CONSOLIDATED FINANCIAL DATA FOR THE NINE MONTHS ENDED FOR THE FISCAL YEAR ENDED FEBRUARY 28, MAY 31, ---------------------------- ----------------------------- 1998 1999 1997 1998 ------------ ------------ ------------- ------------ (UNAUDITED) INCOME STATEMENT DATA Revenue.............................................. $7,402,215 $7,469,232 $ 9,589,301 $ 10,033,451 Income (loss) from operations........................ $ 438,118 $ (458,524) $ 737,107 $ 509,166 Net income (loss).................................... $ 286,467 $ (461,511) $ 975,595 $ 457,654 Basic earnings (loss) per share...................... $ 0.08 $ (0.13) $ 0.32 $ 0.13 Diluted earnings (loss) per share.................... $ 0.08 $ (0.13) $ 0.29 $ 0.13 Weighted average shares outstanding (basic).......... 3,429,452 3,452,980 3,095,262 3,432,590 Weighted average shares outstanding (diluted)........ 3,634,221 3,452,980 3,394,662 3,626,311 FEBRUARY 28, MAY 31, 1999 1998 ------------ ---------- (UNAUDITED) BALANCE SHEET DATA Working capital...................................... $3,590,443 $3,695,610 Total current assets................................. $5,030,477 $4,991,689 Total assets......................................... $7,563,273 $7,920,321 Term notes payable and capital lease obligations..... $ 85,287 $ 202,919 Total stockholders' equity........................... $6,037,952 $6,421,323 The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information relating to its business, financial condition and other matters with the Commission. Certain information as of particular dates concerning the Company's directors and officers, their compensation, Company Stock Options (as defined below) granted to them, the principal offices located holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection by anyone without charge at the Public Reference Section of the Commission at Room ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located at Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. The telephone number for the Company is (▇▇▇ ▇) ▇▇▇-▇▇▇▇. According to Copies of such materials may be obtained from the Public Reference Section of the Commission upon payment of prescribed fees. The Commission also maintains a World Wide Web site on the internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports and certain other information regarding registrants that file electronically with the Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2010, SFN is a strategic workforce solutions provider with two operating segments, professional services and staffing services, which provide temporary staffing, outsourcing and other services and permanent placement under several specialty brands. Available Information. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities, any material interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements filed with the SEC and distributed to the Company's stockholders. Such information should also will be available in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 and the Information Statement. Such reportsfile at The Nasdaq Stock Market, proxy statements and other information are available for inspection at the SEC's Public Reference Room at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ and the Boston Stock Exchange, ▇. Please call the SEC at ▇-▇ ▇▇▇-▇▇▇-▇▇▇▇ for further information about the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-0213. The SEC also maintains a web site on the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy statements and other information regarding registrants, including the Company, that file electronically with the SEC. You may also obtain free copies of the documents filed with the SEC by the Company at the Company's website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.
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