MANALAPAN, N.J., Feb. 22, 2007 (PRIME NEWSWIRE) -- Accountabilities, Inc. (Pink Sheets:ACBT), a provider of financial personnel staffing services, professional marketing services and management consulting services to CPA and other professional firms, reported today that it has entered into an Asset Purchase and Reorganization Agreement (the "Purchase Agreement") with Tilden Associates, Inc. (OTCBB:TLDN) and TFP Acquisition Company, LLC, pursuant to which it has agreed to sell substantially all of the assets used in its current business, excluding its recently launched debit payroll card business, to Tilden Associates. The purchase price for the Accountabilities assets will be 12,500,000 shares of Tilden's common stock, which will represent approximately 96% of Tilden's outstanding shares after giving effect to the transaction and a proposed 1- for - 25 reverse stock split.
The Purchase Agreement also contemplates that at the time of the acquisition of the assets from Accountabilities, the assets used by Tilden Associates to conduct its existing business of selling automotive franchises and administering and supporting full service automotive repair centers, will be sold to TFB Acquisition Company, LLC. The purchase price for Tilden Associates' assets will be based solely upon the future earnings of the acquired business. TFB Acquisition Company, LLC is a newly formed company controlled by Robert Baskind, Chairman and President of Tilden Associates.
The closing of the asset sale transactions is subject to a number of conditions, including, among others, the approval of the transactions by the stockholders of each of Accountabilities and Tilden Associates, the approval of the proposed reverse stock split by the stockholders of Tilden Associates, and the effectiveness of a Registration Statement on Form S-4 which will be filed with the Securities and Exchange Commission to register the shares of Tilden Associates being issued to Accountabilities.
The existing directors of Tilden Associates, who currently own or control the vote of approximately 36.26% of Tilden's outstanding shares, have entered into a Voting Agreement with Accountabilities pursuant to which they have agreed to vote in favor of the proposed transactions. Each of these directors will resign from the Tilden Associates Board of Directors upon the closing of the transactions and a new Board of the Directors, consisting of individuals to be designated by Accountabilities, will be appointed.
About Accountabilities, Inc.
Accountabilities is engaged in the Professional Staffing Industry providing accounting through its Accounting/Finance Division, and IT, Engineering and Scientific through its Technical Services Division. Accountabilities, through its Partner on Premise Program, provides accounting (CPA) firms and professional firms and companies the opportunity to partner in Accountabilities staffing network. The Company also offers productivity based staffing solutions through its Workforce Solutions Program. http://www.aabilities.com.
About Tilden Associates, Inc.
Tilden Associates, Inc. was founded in 1923 by S.G. Tilden. Tilden was a family owned operation until 1995, known as Tilden for Brakes. In 1995, Tilden Associates, Inc. secured all of the franchise rights and related trademarks, copyrights, etc. from S. G. Tilden Management, Inc. The management team from S. G. Tilden Management, Inc. is now a part of Tilden Associates, Inc. Since 1996, Tilden for Brakes Car Care Centers has been franchising nationally. In just a few years, Tilden has reached 50 franchises in 16 states.
The statements which are not historical facts contained in this press release are forward-looking statements that involve certain known and unknown risks and uncertainties, including but not limited to, changes in the market for professional staffing services, regulatory and technological changes, changes in levels of unemployment and other economic factors, increased competition, the ability to attract and retain customers, the availability of qualified candidates for placement by the Company and the possibility of the Company incurring liability for activities of the employees and contractors that it places with its customers. The Company's actual results may differ materially from the results discussed in or implied by any forward-looking statement. The words "intend", "expect", "should", "project", "anticipate" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made.