Volt Information Sciences, Inc. (NYSE American: VOLT) (“Volt” or
the “Company”), a global provider of staffing services, and Vega
Consulting, Inc., (“Vega”), an affiliate of American CyberSystems,
Inc. (“ACS”), a global provider of information technology solutions
and services (www.acsicorp.com), announced today the completion of
Vega’s acquisition of Volt. The closing follows completion of the
previously announced tender offer (the “Offer”) by Vega MergerCo,
Inc., a wholly owned subsidiary of Vega (“Merger Sub”), to acquire
any and all issued and outstanding shares of common stock of the
Company at a purchase price of $6.00 per share.
“We are pleased to welcome Volt into our family of companies,”
said Raj Sardana, Chief Executive Officer of ACS. “We have each, in
our respective segments of the industry, demonstrated a deep
commitment to delivering the best solutions for our clients –
whether through new technologies or top talent. I look forward to
all that we will accomplish together.”
Linda Perneau, Volt’s President and Chief Executive Officer
added, “Volt has a 70-year history and a brand that is synonymous
with excellent client service. As we begin to write the next
chapter in Volt’s story, we are excited to leverage this new
affiliation for innovative solutions and growth in all aspects of
our business.”
The acquisition puts both organizations under common ownership
and offers each the opportunity to diversify business mix, expand
service offerings, and provide more prospects for clients and
candidates.
Details about the Acquisition
Following the expiration of the Offer at midnight, New York City
Time, on April 21, 2022, Merger Sub accepted for payment all shares
validly tendered pursuant to the Offer, which shares represented
approximately 87% of the outstanding shares.
Pursuant to the Merger Agreement, on April 22, 2022, Merger Sub
exercised its option to purchase from the Company 22,696,780 newly
issued shares (the “Top-Up Option Shares”) at a purchase price of
$6.00 per share. The Top-Up Option Shares, when added to the shares
owned by Parent and Merger Sub, represented one share more than 90%
of the shares outstanding on a fully diluted basis immediately
after the issuance of the Top-Up Option Shares.
On April 25, 2022 (the “Closing Date”), pursuant to the Merger
Agreement and in accordance with Section 905 of the Business
Corporation Law of the State of New York, Parent and Merger Sub
effected a “short form” merger pursuant to which Merger Sub merged
with and into the Company, with the Company surviving such merger
(the “Merger”) and becoming a wholly-owned subsidiary of
Parent.
At the effective time of the Merger, each issued and outstanding
share (other than shares owned directly or indirectly by the
Company, Parent or Merger Sub) was converted into the right to
receive $6.00 per share, in cash, without interest and subject to
any withholding of tax in accordance with the terms of the Merger
Agreement.
On the Closing Date, Parent and the Company (i) notified the New
York Stock Exchange (the “NYSE”) that the Merger had been
consummated pursuant to its terms, and (ii) requested that the NYSE
(x) suspend trading of the shares effective April 26, 2022 and (y)
file with the SEC a Form 25 Notification of Removal from Listing
and/or Registration to delist and deregister the shares under
Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”). The Company intends to file with the SEC a certification on
Form 15 under the Exchange Act, requesting the deregistration of
the shares and the suspension of the Company’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
Foros Securities LLC acted as financial advisor to Volt and
Milbank LLP acted as legal counsel to Volt. Kilpatrick Townsend and
Stockton LLP acted as legal counsel to Vega.
About Volt Information Sciences, Inc.
Volt is a global provider of staffing services (traditional time
and materials-based as well as project-based). Our staffing
services consist of workforce solutions that include providing
contingent workers, personnel recruitment services and managed
staffing services programs supporting primarily administrative,
technical, information technology, light-industrial and engineering
positions. Our managed staffing programs involve managing the
procurement and on-boarding of contingent workers from multiple
providers. Volt services global industries including aerospace,
automotive, banking and finance, consumer electronics, information
technology, insurance, life sciences, manufacturing, media and
entertainment, pharmaceutical, software, telecommunications,
transportation and utilities. For more information, visit
www.volt.com.
About American CyberSystems, Inc.
ACS is a leading global information technology, consulting, and
business solutions company. Since 1998, ACS has been a trusted
partner to customers worldwide in their information technology
transformation journey. ACS offers application development and
maintenance, data warehousing, business intelligence, enterprise
resource planning, staffing, and workforce management services.
ACS’ extensive experience serving many industries is powered by a
passion for innovation and delivered by ACS’ world-class employees
and consultants. This enables ACS’ clients to grow and run their
businesses more efficiently and drives exceptional results.
Headquartered in Atlanta, Georgia, ACS has over $1.7 billion in
annual revenue with more than 20,000 employees and consultants
worldwide. For more information, please visit www.acsicorp.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20220425005809/en/
Volt Information Sciences, Inc. voltinvest@volt.com Joe Noyons
Three Part Advisors jnoyons@threepa.com 817-778-8424
Volt Information Sciences (AMEX:VOLT)
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Volt Information Sciences (AMEX:VOLT)
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