DEFA14A

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 20, 2012

ON ASSIGNMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-20540	95-4023433
(State or other jurisdiction  of incorporation or organization)	(Commission  File Number)	(I.R.S. Employer  Identification No.)

26745 Malibu Hills Road

 Calabasas, CA 91301

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (818) 878-7900

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Representatives of On Assignment, Inc., a Delaware corporation (the “Company”), will participate in meetings with investors on March 20, 2012. A copy of the investor handout to be used in such meeting is attached as Exhibit 99.1 hereto.

The information under this Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under this Item 7.01 and Exhibit 99.1 hereto shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise expressly indicated in such registration statement or other document.

Item 8.01 Other Events.

On March 20, 2012, the Company issued a press release announcing the Agreement of Merger between the Company and Apex Systems, Inc., a Virginia corporation (“Apex Systems”), subject to the terms and conditions of which OA Acquisition Corp., a Virginia corporation and a wholly owned subsidiary of the Company (the “Merger Sub”), would merge with and into Apex Systems, with Apex Systems as the surviving corporation and a wholly-owned subsidiary of the Company. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished, pursuant to Item 7.01 and Item 8.01:

99.1 Investor Presentation dated March 20, 2012

99.2 Press release of On Assignment, Inc. dated March 20, 2012, announcing its agreement to acquire Apex Systems Inc.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ON ASSIGNMENT, INC.
Date: March 20, 2012	By:	/s/ Jim L. Brill
		Sr. Vice President, Finance and
		Chief Financial Officer

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EXHIBIT INDEX

No.	Description
99.1	Investor Presentation Materials
99.2	Press Release, issued by the Company, dated March 20, 2012

EX-99.1

Exhibit 99.1

Acquisition of Apex Systems, Inc.
March 20, 2012

Peter Dameris

President & CEO

Jim Brill

CFO

Rand Blazer

COO, Apex Systems

Ted Hanson

CFO, Apex Systems

Mike McGowan

President, Oxford

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Safe Harbor

Certain statements made in this presentation should be considered
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. These include statements about our future results of
operations and operating targets, the size of the markets in which we
operate, and our efforts to increase our market share and revitalize our
business. We caution investors that these forward-looking statements are
not guarantees of future performance, and actual results may differ
materially. Investors should consider the important risks and uncertainties
that may cause actual results to differ, including those discussed in our
annual report on Form 10-K for the year ended December 31, 2011 and
other filings we make with the Securities and Exchange Commission. We
assume no obligation to update this presentation, which speaks as of
today's date.

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Transaction Overview

On Assignment to acquire Apex Systems, a leading information technology and
workforce solutions firm, for $600 million in cash and stock

–Cash consideration of $383 million

–On Assignment has secured committed financing for $540 million of credit facilities, consisting of a
$50 million revolving credit facility (undrawn at close) and a $490 million term loan

–Existing On Assignment and Apex Systems debt to be refinanced as part of the transaction

–Estimated funded debt at close:3.75x pro forma 3/31/12E LTM Adjusted EBITDA ¹ (excluding any
potential synergies)

–Stock consideration of $217 million

–Stock consideration based on an ASGN share price of $13.79, subject to collar

–Based on a fixed price collar of +/- 10%, a maximum of 17.5 million and a minimum of 14.3 million
new ASGN shares will be issued to Apex Systems shareholders at transaction close

–Structured as a merger with a Section 338(h)(10) election, resulting in significant cash tax savings
(estimated to be approximately $14 million per year for 15 years)

–Apex Systems will operate as a division of On Assignment

–Transaction is expected to close in Q2 2012

–Standard closing conditions including HSR approval and On Assignment shareholder approval

Note:

1 Excludes transaction costs and certain non-material and non-recurring expenses

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Transaction Highlights

Ease of Integration

•Immediately becomes the second largest IT staffing provider in the U.S. with approximately
$1 billion of revenue from IT staffing in 2011 (represents ~75% of total pro forma combined
revenue of $1.3 billion)

•Uniquely positioned in the marketplace as the only company providing a “full spectrum” of IT
staffing solutions from high-end to mission-critical assignments

•Benefit from strong secular trend in IT staffing

•Expected industry growth of 12% in 2012

Apex & Oxford:
A Powerful
Combination in
IT Staffing

•Expected to be immediately accretive on both a GAAP and cash EPS basis

•The combined company benefits from the 338(h)(10) election, resulting in approximately $14
million of annual cash tax savings over 15 years

•Increased scale along with strong revenue and free cash flow generation results in rapid
deleveraging

Attractive Financial
Characteristics

•On Assignment is bolstered by Apex Systems’ senior management team and its impressive
track record of consistent revenue growth and industry leading margins

•Veteran cadre of seasoned industry professionals

Experienced
Management Team

Increased Scale in
an Attractive
Market

•The On Assignment and Apex Systems combination creates one of the largest, fastest growing
and most profitable professional staffing companies in the U.S.

•Transaction accretion excludes any potential synergy savings

•Pro forma combined 2011 revenue of $1.3 billion

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•Seamless integration given that Apex and Oxford do not compete against one another

•Oxford specializes in high-end IT skills and Apex focuses on mission critical IT skills

•Minimal overlap in existing customer bases

•On Assignment has a proven track record of successful platform acquisitions

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Transaction Rationale

Highly Complementary Acquisition

•Focused on different sets of IT skills

•No channel conflicts

•Limited integration required

•Similar business models and corporate cultures

Diversifies Revenues

•Broaden services offering across IT skills

•Vertical and geographical diversification

•Improve penetration into new customers

•Increases ability to expand customer base in the
Healthcare vertical

•Expand permanent placement business

•Significant cross-selling opportunities

•Diversifies Apex revenue stream beyond IT
staffing

Strong Financial Profile

•Accretive to revenue growth and earnings

•Strong conversion of EBITDA to cash flow

•Significant cash tax savings, resulting in rapid
debt paydown

Potential Synergies

•Leverage highly scalable back-office infrastructure

•Consolidation of billing and payroll

•Leverage expertise in sales and recruiting

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•Integration will be seamless to employees,
contract professionals and customers

•Senior management of both On Assignment
and Apex remain in place and ultimately
report to CEO Peter Dameris

•No major changes to recruitment and sales
models and commission plans

•No channel conflicts

Merger Integration

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Apex & Oxford: A Powerful Combination in IT Staffing

IT

Overview

Selected

Positions

Average

Bill Rate

Contract
Professional /
Employees

+

Other

•Mission critical IT staffing that
Fortune 1000 and mid-market
companies require to run daily
operations

•Network Engineers

•Application Developers

•Social & Mobile App. Developers

•Help Desk

•$60 per hour

•Qualified Database: 400,000+

•Currently on assignment:
~16,500

•Full-time employees: ~1,100

•Deep industry knowledge and
relationship with clients

•Sales-driven culture

•Offers full spectrum of IT
staffing services from high-end
special projects to mission
critical daily operations

•Flexible staffing services to
meet clients’ needs

•Full spectrum of IT skills

•Bill rates and skill set
appropriate for high-end and
everyday IT projects

•Estimated combined average
bill rate of ~$75 per hour

=

•Diverse database of talent to
meet all IT needs

•Powerful combination of well-
respected, fast-growing IT
staffing firms

IT / Engineering

•High-end IT and engineering
staffing that require hard-to-
find skills

•Programmers

•Database Designers

•Enterprise Software Developers

•$116 per hour1

•Qualified Database: 35,000+

•Currently on assignment:
~1,400

•Full-time employees: ~590

•Unsurpassed recruiting
capability to fulfill coveted, high
-end and scarce skill set

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1 Q4 2011 Average

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A Focus on Information Technology

Forecasted IT staffing revenues to be $22.7 billion in 20121

Growth Characteristics

•IT segment is estimated to grow by 13% in 2011 and
12% in 20121

($ in billions)

Projected Market Size1

-IT staffing involves providing temporary professionals and placing full-time employees in areas ranging
from multiple platform systems integration to end-user support, including specialists in programming,
networking systems integration, database design and help desk support.

Source:

1 Staffing Industry Analysts Insight: Staffing Industry Forecast (September 2011)

Industry

Potential

Shortage of

Talent

•IT has recovered quicker than most
other staffing segments; and is the
only professional staffing segment
expected to surpass 2008 levels in
the current year

•Growth in 2012 is expected to be
driven by demand in the healthcare
industry, given deadlines for
conversions implemented by the US
Dept. of Health & Human Services

•One of the main constraints on
growth in this segment is a shortage
of talent, and not necessarily
demand, due to the exodus of many
mid-career professionals following
the tech bubble and a steady
decline in new computer science
graduates

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Pro Forma Business Diversification

LIFE SCIENCES

$155.3 million

HEALTHCARE STAFFING

$94.6 million

PHYSICIAN STAFFING

$80.6 million

IT AND ENGINEERING (OXFORD)

$266.7 million

APEX SYSTEMS

$705.2 million

2011 Revenue

Pro Forma 2011 Revenue Mix

Pro Forma 2011 Revenue: $1.3 billion

IT and Engineering staffing represents ~75% of pro forma revenue

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Pro Forma Combined Summary Financials

10

Excludes all transaction adjustments and potential synergies

Note:

1 Pro forma income statement will be included in the proxy statement to be filed by On Assignment with the SEC

2 Adjusted EBITDA adds back stock-based compensation, acquisition related expenses and non-recurring expenses

2009A - 2012E Pro Forma Combined Company Financials

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Pro Forma Cash Flow Generation

Cumulative FCF
Generated

$285 Million

Note: Chart dollars are in thousands

1 Free cash flow is defined as cash flow from operations less capital expenditures

Since 2007, On Assignment and Apex combined have generated
$285 million in Free Cash Flow from operations1

Both organizations have exhibited strong cash flow
generation, even through the financial crisis, and have the
ability to rapidly deleverage

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•Apex has capitalized on the
secular shift within IT Staffing

•One of the fastest growing
staffing firms in North America

•Over 1,200 clients (mostly
Fortune 1000) with a presence in
49 markets

•Over 16,000 temporary IT
professionals staffed annually

Note: Shaded regions indicate recessionary periods

($ in Millions)

Source: Staffing Industry Analysts

Apex Systems Overview

Largest IT Staffing firms in the U.S.

Strong Revenue Growth

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National Presence with Scale

Apex currently operates in 43 out of SIA’s Top 50 Markets

High Operating Leverage and Infrastructure to Support a Much Larger Company

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900+ Sales & Recruiting
Staff

190+ Support Staff

1.4 million+ Candidates

National Training Center

1,200+ Clients

100+ National Accounts

6,000+ IT Professionals on
Billing with Clients Each
Week and Rapidly Growing

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Enviable, Blue Chip Client Base Across All Industries

Information
Technology

Business
Services

Financials

Healthcare /
Pharma

Government
Services

Consumer
Industrials

Telecommunications

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§Outsourced
Services

§Data Processing

§Computers

§Peripherals

§Hardware

§Software

§Semiconductors

§Internet

§Banks

§Insurance

§Capital Markets

§Commercial
Banking

§Mortgage

§REIT

§Biotechnology

§Life Sciences

§Health
Technology

§Suppliers

§Equipment

§Government
Activities

§Aerospace /
Defense

§Compressus

§Government
Contractor

§Food

§Retail

§Auto

§Hotels

§Machinery

§Professional
Services

§Construction

§Engineering

§Utilities

§Energy

§Wireless

§Wireline

§Media

§Cable

§Communications
Equipment

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Rand Blazer

•Former CEO of Bearing Point

•Grew KPMG Consulting/Bearing Point from $700 million
to $3.4 billion in 7 years

•Former President and GM of SAP Public Services, Inc.

Ted Hanson

•13 year tenure with Apex Systems

•Former Virginia CFO of the Year

•Former CFO of a telecommunications firm

Strong Second Tier Management

•7 EVPs whose average tenure with Apex is 13 years

•52 Principals who have contributed significantly to the performance of Apex with an average
tenure at Apex of 10 years

Proven Leadership Team

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Source: Company management

Note: Shaded regions indicate recessionary periods

1 LTM as of January 2012

Strong Financial Performance

•One of the fastest growing pure play IT firms in the
U.S.

•Proven ability to perform well through economic
uncertainty

•Industry leading profit margins

•Large scale firm with potential to realize significant
operating leverage

Revenue

$ in Millions

EBITDA & EBITDA Margin

Gross Profit & Margin

$ in Millions

16

1

1

1

17

Source: Wall Street research, Staffing Industry Analysts (SIA) and company filings

Note: Shaded regions indicated recessionary periods and LTM as of January 2012

1 Revenue growth represents SIA’s staffing industry growth

2 Industry margin represents average EBITDA margins for ADEN, ASGN, KFRC, MAN, and RAND

Track Record of Outperforming the Competition

•Singular focus on IT staffing which benefits from
favorable secular and sector trends

•National presence and robust infrastructure leading
to high operating leverage

•People-centric culture and sales-driven organization

•Best-in-class leadership

EBITDA & EBITDA Margin

EBITDA Margin 2

Revenue Growth 1

17

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Additional Information and Where to Find It

In connection with the transaction, On Assignment will prepare a proxy statement to be filed with the SEC. When
completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. BEFORE
MAKING ANY VOTING DECISION, ON ASSIGNMENT’S SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE TRANSACTION CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. On Assignment’s shareholders will be able to
obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC
from the SEC’s website at http://www.sec.gov. On Assignment’s shareholders will also be able to obtain, without charge, a
copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to
On Assignment, Inc., Attn: Investor Relations, 36745 Malibu Hills Road, Calabasas, California 91301, telephone: (818)
878-3136, or from the investor relations section of the company’s website, http://www.onassignment.com.

On Assignment, Apex Systems and their respective directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the transaction. Information regarding On Assignment’s directors
and executive officers is available in On Assignment’s notice of annual meeting and proxy statement for its most recent
annual meeting and On Assignment’s Annual Report on Form 10-K for the year ended December 31, 2011, which were
filed with the SEC on April 27, 2011 and March 14, 2012, respectively. Other information regarding the participants in the
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the
proxy statement and other relevant materials to be filed with the SEC.

EX-99.2

Exhibit 99.2

For Immediate Release

ON ASSIGNMENT TO ACQUIRE APEX SYSTEMS

Transaction Creates the Second Largest IT Staffing Firm in the United States and Further Positions On Assignment in the Most Attractive and Fastest-Growing

Segments of the Professional Staffing Industry

Transaction is Expected to be Significantly Accretive to On Assignment EPS

CALABASAS, CA – March 20, 2012 – On Assignment, Inc. (NASDAQ: ASGN, “Company”) today announced that it has signed a definitive agreement to acquire Apex Systems Inc., a leading information technology staffing and services firm. The transaction will create one of the largest professional staffing firms and the 2nd largest IT staffing firm in the United States. The acquisition is expected to be significantly accretive to On Assignment’s earnings per share, on both a GAAP and cash EPS basis, in 2012 and beyond. On a pro forma basis, 2011 revenue of the combined entity was $1.3 billion.

Privately-held Apex Systems is the 6th largest and one of the fastest growing IT staffing firms in the United States. In 2011, Apex Systems had approximately $700 million in revenue and adjusted EBITDA of approximately $65 million. Apex Systems has achieved a compound annual revenue growth rate (CAGR) of 30.4% since 2000 and expects to achieve double-digit top-line growth in 2012.

“Apex Systems becoming part of On Assignment further positions us in the most attractive and fastest-growing segments of the staffing industry,” said Peter T. Dameris, president and chief executive officer of On Assignment, Inc. “Apex Systems’ IT staffing services are complementary to those offered by our existing technology division, Oxford Global Resources. Because the offerings do not compete, the acquisition will create value for our clients, shareholders and employees by expanding our presence in the IT staffing market. The transaction also achieves On Assignment’s five-year strategic plan to reach $1 billion in annual revenue three years ahead of schedule.

“Apex Systems has an impressive track record of consistent revenue growth and strong margins. The company’s numerous achievements and accolades are a direct result of its talented leadership team, dedicated employees and their ability to set aggressive goals and execute accordingly,” Dameris added. “This transaction did not take place overnight. It is the result of years of discussions and analysis to ensure it came together in the right way, at the right time and was the right fit. As a result, integrating Apex Systems with On Assignment should be a seamless process and will permit our companies to remain focused on serving our clients and growing our business.”

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Acquisition Creates a More Diversified and Faster Growing Staffing Firm

The acquisition uniquely positions On Assignment to provide a broader spectrum of IT staffing offerings, from mission critical daily IT services to high-end specialty projects.

“We are thrilled to join forces with On Assignment. As one of the largest and most respected professional staffing firms in North America, On Assignment’s success is a testament to its strategic vision, disciplined management, consistent growth and operating profitability,” said Win Sheridan, co-founder and co-CEO of Apex Systems.

“We believe the transaction will open the door to new opportunities for our employees as they join a combined platform with greater public visibility, increased financial firepower and the ability to offer an even broader array of services for our clients. Furthermore, the absence of sales channel conflict enables us to continue to focus on aggressively driving top-line growth. We want to thank our employees whose hard work and dedication have allowed us to become one of the most recognized and trusted IT staffing firms in the market,” said Jeff Veatch, co- founder and co-CEO of Apex Systems.

Apex Systems will continue to operate substantially as it has in the past. The company’s three co-founders will continue to focus on Apex Systems’ strategy and its high-performance culture as they have done for the last three years, and will also have representation on the On Assignment board of directors. Rand Blazer and Ted Hanson, Apex Systems’ chief operating officer and chief financial officer, respectively, and the rest of the senior management team will remain in place and continue to oversee the day-to-day operations of the business.

“This transaction is expected to be immediately accretive to earnings per share (without any synergy savings) and generate strong cash flow,” Dameris said. “We look forward to working closely with the talented team at Apex Systems to take advantage of the many growth opportunities this transaction will bring.”

Transaction Details

Under the terms of the definitive agreement, On Assignment will acquire all of Apex Systems’ equity and retire all of its debt, for a total of $600 million. The purchase price is comprised of $383 million in cash, and newly-issued stock valued at $217 million. The transaction is expected to be accretive on both a pro forma GAAP and cash EPS basis in 2012 and beyond, excluding transaction-related costs.

2

In connection with the execution of the definitive agreement, On Assignment obtained a commitment for a new $540 million senior secured credit facility from Wells Fargo Bank, N.A., Bank of America Merrill Lynch and Deutsche Bank Trust Company Americas. The credit facility provides for a $50 million revolving credit facility and $490 million term loan. The proceeds of the term loan will be used to finance the cash portion of the purchase price, to repay existing indebtedness of On Assignment and Apex Systems and to pay fees and expenses in connection with the transaction.

Upon closing of the transaction, funded debt of the combined company will total approximately 3.75x estimated pro forma adjusted EBITDA (as defined below) for the twelve months ended March 31, 2012. On Assignment will benefit from having the acquisition treated as an asset sale under section 338(h)(10) of the IRS code. The election is expected to result in an estimated $14 million of annual cash tax saving over the next 15 years. On Assignment expects its increased scale, along with strong revenue and free cash flow generation, to result in rapid deleveraging, creating further equity value. In connection with the acquisition, On Assignment intends to make grants of restricted stock units covering the Company’s common stock to certain employees of Apex Systems as employment inducement awards pursuant to the NASDAQ rules.

The acquisition, which was approved by the Boards of Directors of both companies, remains subject to approval by On Assignment’s shareholders, required regulatory approvals as well as other customary closing conditions. The transaction is expected to close in May 2012.

Legal and Financial Advisors

On Assignment retained Latham & Watkins LLP as legal counsel and Moelis & Company as exclusive financial advisor. Apex Systems retained Troutman Sanders LLP as legal counsel and Wells Fargo Securities as exclusive financial advisor.

Financial Estimates for the Second Half of 2012

Taking the transaction into account as well as the Company’s normal seasonal operating patterns, the Company’s financial estimates for the second half of 2012 are as follows:

· Revenues of $775 million to $805 million

· Gross margin of approximately 30% to 31%

· SG&A of approximately $167 million to $178 million1

· Adjusted EBITDA as a percentage of revenue of 10% to 11%1 2

· Tax rate of 41% to 41.5%

· GAAP earnings per share of $0.50 to $0.601

· Cash earnings per share of $0.77 to $0.881 2 3

· Fully diluted shares outstanding of 54,385,000

_______________________

 

1Excludes transaction-related costs and write-offs of deferred financing expenses

2 Excludes stock-based compensation expense

3 Excludes amortization of intangibles and includes all tax benefits from section 338(h)(10) election

3

Conference Call and Webcast

On Assignment will host a conference call with analysts and shareholders on March 20 at 5:00 p.m. Eastern time. To view the accompanying slides, please visit the Investor Relations section of www.onassignment.com. To listen via telephone, the dial-in number is 877-805-4089 or 281-913-8521 and the conference ID number is 64210302. Information to access a replay of the conference call can be found on the website.

About On Assignment

On Assignment, Inc. (NASDAQ: ASGN), is a leading global provider of highly skilled, hard-to-find professionals in the growing technology, healthcare, and life sciences sectors, where quality people are the key to success. The Company goes beyond matching résumés with job descriptions to match people they know into positions they understand for temporary, contract-to-hire, and direct hire assignments. Clients recognize On Assignment for their quality candidates, quick response, and successful assignments. Professionals think of On Assignment as career-building partners with the depth and breadth of experience to help them reach their goals.

On Assignment was founded in 1985 and went public in 1992. The corporate headquarters are located in Calabasas, California, with a network of approximately 88 branch offices throughout the United States, Canada, United Kingdom, Netherlands, Ireland and Belgium. Additionally, physician placements are made in Australia and New Zealand. To learn more, visit www.onassignment.com.

About Apex Systems, Inc.

Apex Systems, Inc. is a leading IT Staffing and Services firm whose main goal is to connect their clients with experts and skilled professionals who work in Information Technology. Apex Systems specializes in contract, temp-to-perm and direct placements and offers a variety of other services, including RPO, Statements of Work (SOW) and specialty skill sourcing. Apex Systems was founded in 1995, currently operates in 49 locations across the U.S., and is headquartered in Richmond, VA.

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Reasons for Presentation of Non-GAAP Financial Measures

Statements made in this release include non-GAAP financial measures. Such information is provided as additional information, not as an alternative to our consolidated financial statements presented in accordance with GAAP, and is intended to enhance an overall understanding of our current financial performance. Such measures are also used to determine a portion of the compensation for some of our executives and employees. We believe the non-GAAP financial measures provide useful information to management, investors and prospective investors by excluding certain charges and other amounts that we believe are not indicative of our core operating results. These non-GAAP measures are included to provide management, our investors and prospective investors with an alternative method for assessing our operating results in a manner that is focused on the performance of our ongoing operations and to provide a more consistent basis for comparison between quarters. One of the non-GAAP financial measures presented is Adjusted EBITDA, which we define as earnings before interest, taxes, depreciation, and amortization plus stock-based compensation expense, impairment charges and transaction-related costs. Another non-GAAP financial measure presented is cash EPS, which we define as net income plus transaction-related costs, write-off of deferred financing expenses, equity-based compensation expense and amortization of intangibles, divided by outstanding shares. These terms might not be calculated in the same manner as, and thus might not be comparable to, similarly titled measures reported by other companies.

Additional Information and Where to Find It

In connection with the transaction, On Assignment will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. BEFORE MAKING ANY VOTING DECISION, ON ASSIGNMENT’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE TRANSACTION CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. On Assignment’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. On Assignment’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to On Assignment, Inc., Attn: Investor Relations, 26745 Malibu Hills Road, Calabasas, California 91301, telephone: (818) 878-3136, or from the investor relations section of the company’s website, http://www.onassignment.com.

On Assignment, Apex Systems and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding On Assignment’s directors and executive officers is available in On Assignment’s notice of annual meeting and proxy statement for its most recent annual meeting and On Assignment’s Annual Report on Form 10-K for the year ended December 31, 2011, which were filed with the SEC on April 27, 2011 and March 14, 2012, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC.

5

Safe Harbor

Certain statements made in this news release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty. Forward-looking statements include statements regarding the Company’s anticipated financial and operating performance in 2012. All statements in this release, other than those setting forth strictly historical information, are forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results might differ materially. In particular, the Company makes no assurances that the financial estimates set forth above will be achieved. Factors that could cause or contribute to such differences include actual demand for our services, our ability to attract, train and retain qualified staffing consultants, our ability to remain competitive in obtaining and retaining temporary staffing clients, the availability of qualified temporary nurses and other qualified temporary professionals, management of our growth, continued performance of our enterprise-wide information systems, and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 14, 2012. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.

For More Information Contact

Media inquiries:

Mickey Mandelbaum

Maya Pogoda

(310) 785-0810

mickey@muirfieldpartners.com

maya@muirfieldpartners.com

Investor inquiries:

Jim Brill

SVP, Finance and Chief Financial Officer

(818) 878-7900

jim.brill@onassignment.com

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