MCLEAN, Va. and
FAIRFAX, Va., Feb. 21, 2012 /PRNewswire/ -- ATS Corporation
(NYSE AMEX: ATSC), a leading information technology company that
delivers innovative technology solutions to government and
commercial organizations, and Salient Federal Solutions, Inc.
(Salient), a leading provider of information technology,
engineering, and intelligence analytic services to agencies in the
intelligence, defense, homeland security, and cyber domains, today
announced that they have entered into a definitive merger
agreement, pursuant to which Salient will acquire ATSC through a
cash tender offer at $3.20 per
share.
The transaction will be financed from Salient's equity capital
commitments and debt financing. The proposed transaction has been
unanimously approved by the board of directors of both
companies. In addition, certain ATSC board members have
signed a tender and voting agreement in support of the offer, and
certain principal stockholders of ATSC have signed similar
agreements.
Over its 33 year history, ATSC has built a solid reputation for
its implementation of technical solutions with measurable results.
Together the organizations offer a full suite of capabilities that
will provide end-to-end solutions for customers across Federal
civilian, Department of Defense and intelligence agencies, as well
as commercial clients.
"ATSC's long-term performance in delivering high-quality
solutions and services within the federal marketplace is evident
through the many long-standing relationships it has with its
customers," said Brad Antle,
president and CEO of Salient. "We look forward to the opportunity
to build on ATSC's offerings and relationships, where we can help
them address the many immediate customer requirements for delivery
of rapid solutions."
"We believe this transaction will expand the opportunities for
both our customers and employees as the combination of ATSC and
Salient will allow us to extend the range and depth of solutions we
can offer as well as open new markets to pursue," commented ATSC
Co-Chief Executive Officers, Pamela
Little and John Hassoun.
Tender Offer and Closing
Under the terms of the definitive merger agreement, Salient will
commence a cash tender offer no later than February 28, 2012 to acquire ATSC's outstanding
shares of common stock at $3.20 per
share. The closing of the tender offer, which is expected to
occur late in the first quarter or early in the second quarter of
2012, is subject to customary terms and conditions, including the
tender of at least 75% of ATSC's shares and regulatory clearance
under the Hart-Scott-Rodino Antitrust Improvements Act. In
the event the minimum tender condition is not met, and in certain
other circumstances, the parties have agreed to complete the
transaction through a one-step merger after receipt of stockholder
approval. The definitive merger agreement also provides for
customary termination fees payable by either Salient or ATSC under
certain circumstances, and a provision under which ATSC has agreed
not to solicit any competing offers.
Advisors
Sagent Advisors Inc. served as financial advisor to ATSC in
connection with the transaction, and Squire Sanders (US) LLP served
as its legal advisor. Morrison & Foerster LLP served as
legal advisor to Salient. Underwritten debt financing was
provided by RBS Citizens and a syndicate of financial institutions,
with legal representation by King & Spalding LLP.
ATSC 2011 Results
In a separate release, ATSC also announced its fourth quarter
and full year unaudited results for 2011 today.
About ATSC
ATSC is a leading provider of software and systems development,
systems integration, infrastructure management and outsourcing,
information sharing, and consulting to the Department of Defense,
federal civilian agencies, public safety and national security
customers, as well as commercial enterprises. Headquartered
in McLean, Virginia, the Company
has more than 400 employees.
Additional information about ATSC may be found at
www.atsc.com.
About Salient Federal Solutions
Salient Federal Solutions is a leading provider of Federal IT
and engineering solutions that enable government and industry to
respond quickly to new or surge mission requirements with exactly
the right people, skills, expertise, and technical solutions. The
company works to accelerate mission impact by delivering highly
adaptable technology services, engineering solutions, and domain
expertise that enable customers to rapidly meet the pressing
requirements of today, while anticipating tomorrow's evolving
challenges. Salient Federal Solutions is headquartered in
Fairfax, Virginia, with offices in
Colorado Springs, Orlando,
San Diego, and Tampa.
Website: www.salientfed.com
Additional Information
The tender offer for the outstanding shares of ATSC has not yet
commenced. This announcement is not a recommendation, an
offer to purchase or a solicitation of an offer to sell shares of
ATSC. At the time the tender offer is commenced, Salient will file
a tender offer statement on Schedule TO with the U.S. Securities
and Exchange Commission, and ATSC will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. Investors and ATSC stockholders are
strongly advised to carefully read the tender offer statement
(including the offer to purchase, the letter of transmittal and the
related tender offer documents) and the related
solicitation/recommendation statement when they become available,
as they will contain important information, including the various
terms of, and conditions to, the tender offer. Such materials, when
prepared and ready for release, will be made available to ATSC's
stockholders at no expense to them. In addition, at such time
ATSC stockholders will be able to obtain these documents for free
from the U.S. Securities and Exchange Commission's website at
www.sec.gov.
Forward-looking Statements
All statements in this press release that do not directly and
exclusively relate to historical facts constitute "forward-looking
statements" within the meaning of that term in Section 27A of the
United States Securities Act of 1933, as amended, and Section 21E
of the United States Securities Exchange Act of 1934, as
amended. These statements and this information represent
ATSC's intentions, plans, expectations and beliefs, and are subject
to risks, uncertainties and other factors, of which many are beyond
the control of ATSC. These factors could cause actual results
to differ materially from such forward-looking statements or
forward-looking information. These factors include but are
not restricted to: uncertainties as to the timing of the
tender offer and the merger; uncertainties as to how many of ATSC's
stockholders will tender their shares in the offer; the risk that
competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including regulatory clearance; ATSC's dependence on contracts with
federal government agencies for the majority of its revenue; ATSC's
dependence on its GSA schedule contracts and its position as a
prime contractor on government-wide acquisition contracts to grow
its business; and other factors discussed in ATSC's latest annual
report on Form 10-K filed with the Securities and Exchange
Commission on February 17,
2011. The words "believe," "estimate," "expect," "intend,"
"anticipate," "foresee," "plan," and similar expressions and
variations thereof, identify certain of such forward-looking
statements or forward-looking information, which speak only as of
the date on which they are made. ATSC disclaims any intention
or obligation to publicly update or revise any forward-looking
statements or forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. Readers are cautioned not to place undue
reliance on these forward-looking statements or on this
forward-looking information.
SOURCE ATS Corporation; Salient Federal Solutions, Inc.