ASGN Incorporated Announces Acquisition of LeapFrog Systems, Inc. - Seite 2

As part of Apex Systems, LeapFrog will benefit from greater access to industry-leading methodologies and a broader talent pool to address some of the most critical digital transformation and enterprise solutions challenges faced by Fortune 500 and 1000 companies today. LeapFrog will offer ASGN subject matter expertise and long-standing client relationships in the financial services, insurance and healthcare sectors.

“We are excited to join Apex Systems and together scale LeapFrog’s Digital Business Transformation offerings to a significantly larger group of customers,” said LeapFrog’s Chief Executive Officer, Bob Malone. “ASGN’s reputation as a fast-growing technology services firm with nationwide reach and access to over 60% of the Fortune 500 will help us grow from a regionally successful player to a national competitor. By leveraging ASGN’s just-in-time recruiting capabilities and large candidate database, we will be able to quickly scale our projects while continuing to provide the exceptional service our customers have come to expect. Both LeapFrog and Apex Systems have always revolved around doing what is in the best interests of our employees and our customers, and this transaction is no different.”

Equity Grants

In addition to the cash consideration, ASGN is granting restricted stock unit awards to 14 LeapFrog employees covering approximately 42,000 shares. Subject to continued service to the company, the grants will vest: (a) one-half on the second anniversary of the grant date, and (b) 25 percent on each of the third and fourth anniversaries of the grant date. The restricted stock unit awards were granted to the employees of LeapFrog as employment inducement awards pursuant to New York Stock Exchange rules.

Legal and Financial Advisors

ASGN retained Sullivan & Cromwell LLP as legal counsel on the transaction. LeapFrog retained Choate, Hall & Stewart LLP as legal counsel and Fairmount Partners as their investment banking advisor.

About ASGN Incorporated

ASGN Incorporated (NYSE: ASGN) is one of the foremost providers of IT and professional services in the technology, digital, creative, engineering and life sciences fields across commercial and government sectors. Operating through its Apex, Oxford and ECS segments, ASGN helps leading corporate enterprises and government organizations develop, implement and operate critical IT and business solutions through its integrated offering of professional staffing and IT solutions. ASGN’s mission is to be the most trusted partner for companies seeking highly skilled human capital and integrated solutions to fulfill their strategic and operational needs. For more information, visit us at asgn.com.