 
Management Led Group Completes Tender Offer for the Judge Group, Inc.
Public Shares
Wednesday June 18, 8:33 am ET
BALA CYNWYD, Pa. -- June 18, 2003--Judge Group Acquisition
Corporation, a Pennsylvania corporation controlled by Martin E. Judge, Jr.,
Chairman of the Board and Chief Executive Officer of The Judge Group, Inc.,
Michael A. Dunn, President of The Judge Group, Inc. (the "Purchaser"), today
announced the successful completion of their tender offer for the shares of
The Judge Group, Inc. (NASDAQ-JUDG) not previously owned by Purchaser, Mr.
Judge, Mr. Dunn and certain employees, including officers and directors of
Judge Group, certain of their respective family members and affiliates and
other non-employees and non-family members (the "Continuing Shareholders")
at a price of $1.05 per share in cash, without interest, less any required
withholding taxes.
The tender offer expired at 12:00, midnight, Eastern Standard Time on
Monday, June 16, 2003. Based on preliminary information 3,453,427 shares
were tendered by the expiration date, which represents in excess of a
majority of the outstanding shares excluding shares beneficially owned by
the Continuing Shareholders and the executive officers of Judge Group. The
tendered shares, together with the shares already owned by the Purchaser and
the Continuing Shareholders represent approximately 88% of The Judge Group,
Inc.'s common stock. Judge Group Acquisition Corporation has accepted
payment for all validly tendered shares.
Judge Group Acquisition Corporation announced it also completed a
"short-form" merger in which Judge Group Acquisition Corporation was merged
with and into The Judge Group, Inc. The Judge Group, Inc. is now wholly
owned by the Continuing Shareholders and the shares will no longer be listed
on the Nasdaq SmallCap Market. As part of the merger, each of the remaining
publicly held shares of The Judge Group, Inc. will be converted into the
right to receive $1.05 per share in cash, without interest, or to exercise
dissenters' rights pursuant to Pennsylvania law.
Shareholders of The Judge Group, Inc. and other interested parties are
urged to read Judge Group Acquisition Corporation's tender offer statement
and other relevant documents filed with the SEC because they contain
important information. Shareholders of The Judge Group, Inc. will be able to
receive such documents free of charge at the SEC's web site, www.sec.gov, or
by contacting StockTrans, Inc., the information agent for the transaction at
(610) 649-7300 or toll free at (800) 733-1121.
Principals of Fairmount Partners acted as advisors to the management
group in this
transaction.
Contact:
Richard W.
Thatcher, Jr.
and
David K. Reed
 
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