DriverShield to Purchase Presidion Solutions Inc.

Florida-based DriverShield Corp. has signed a non-binding Memorandum of Understanding to acquire Presidion Solutions Inc., a Professional Employer Organization (PEO) headquartered in Troy, Michigan.

Presidion is one of the nation’s largest PEOs with more than 3,500 clients, 50,000 worksite employees and revenues in excess of $750 million. The bulk of Presidion’s business is currently located in Florida. It is reportedly the second largest PEO in that state, based of the number of worksite employees it maintains there. Presidion provides a wide range of human resources, regulatory compliance and employee benefits management services to small and medium-sized businesses, which benefit from the advantages of economies of scale. The company has operations in Florida, Georgia, South Carolina, Illinois and Michigan.

In the proposed transaction, expected to be completed by April 15, Presidion will merge with a wholly owned subsidiary of DriverShield and DriverShield will be the surviving entity, with its shareholders holding a 50.1 percent interest. Presidion would operate as a wholly owned subsidiary, with its present owners receiving approximately 10,860,000 shares of DriverShield common stock in exchange for their shares in Presidion, holding a 49.9 percent interest in DriverShield, that may be reduced, upon Presidion failing to meet certain financial criteria. It is anticipated that a definitive agreement will be signed no later than Feb. 28, 2003, following completion of due diligence by both companies.

The acquisition by DriverShield would enable privately held Presidion to gain the advantages of having a publicly traded stock, facilitating acquisitions among other things. The PEO industry is growing rapidly throughout the United States, and with some 2,500 participants, is also highly fragmented. Presidion has already completed the acquisition of three PEOs in less than two years.

The anticipated terms of the merger provide for DriverShield to name four members of the surviving company’s board of directors, with Presidion naming three. It also provides that in 2004, if audited financials for 2003 show Presidion’s pre-tax income to be at least $7.5 million, DriverShield will turn over one board seat to Presidion, which will then hold a majority of the board, and the present Presidion shareholders would be issued additional common stock shares, so that the Presidion shareholders would thereafter hold a majority of the outstanding shares of the surviving company.

Under the terms of the Memorandum, subject to completion of due diligence, DriverShield has agreed to provide Presidion with $1.5 million in secured bridge financing for its working capital needs.

“We believe this transaction has great potential for our shareholders,” Barry Siegel, founder and CEO of DriverShield and its largest single shareholder, said. “As we noted in our recent annual report, we made the decision to diversify into businesses with the potential to grow faster than our automotive-related businesses, Sentaur being one. Presidion is much larger than DriverShield, it is profitable, and it is expanding rapidly in a growing industry. There are several synergies that exist with the combination of our current businesses that should enable both companies to enhance their growth opportunities.”

Siegel noted that three large publicly traded PEO companies have historically averaged price/earnings ratios of approximately 20. He added that the public float of DriverShield is approximately six million shares, and he anticipates no additional shares, or only minimal shares, will be entering the public float immediately following completion of this merger, as the common stock shares issued pursuant to this transaction will not be registered under the Securities Act of 1933 and therefore cannot be traded for the first year following the closing.

DriverShield’s three current businesses would continue after the merger. The DriverShield ADS subsidiary provides industry-leading automotive discounts and services programs through financial institutions and membership organizations. The DriverShield CRM subsidiary, which developed a pioneering Internet-based collision claims management solution for auto insurance companies, is now managed by ClaimsNet, a larger former competitor, through a strategic partnership. The third subsidiary is Sentaur, a new business that provides medical subrogation services for hospitals and other health care providers.