In sixth graph, first sentence of release, date should be June
6, 2012 (sted June 6, 2011).
The corrected release reads:
GTSI TO BE ACQUIRED BY UNICOM SYSTEMS
THROUGH CASH TENDER OFFER
Stockholders to Receive $7.75 Per Share in
Cash; Transaction Valued at $ 76.67 Million
GTSI Postpones Annual Meeting of
Stockholders
GTSI ® Corp. (NASDAQ: GTSI), a systems integration, solutions
and services provider to government, today announced it has entered
into a definitive agreement to be acquired through a cash tender
offer at $7.75 per share by an affiliate of UNICOM® Systems, Inc.
(“UNICOM”), a global information technology company and part of the
UNICOM® group of companies, in a transaction with an expected total
value of approximately $76.67 million. Under the terms of the
agreement, which was unanimously approved by a special committee of
independent GTSI directors and GTSI's full Board of Directors, the
tender offer is not subject to any financing contingencies.
The per share purchase price of the tender offer represents a
premium of approximately 47.9% over GTSI’s closing stock price as
of May 5, 2012 and approximately 65.6% over its one-year average
closing stock price.
“The announcement of this offer represents an attractive
opportunity to deliver premium value and liquidity to GTSI’s
shareholders. I am excited about the potential for future growth
with a strategic partner of UNICOM’s stature and global reach.
There is an excellent opportunity to realize short- and long-term
benefits for our customers, employees and OEM partners.” said
Sterling Phillips, GTSI’s President and Chief Executive
Officer.
Corry Hong, UNICOM’s founder and Chief Executive Officer stated,
“Over the past 30 years, UNICOM has built a global reputation for
excellence in serving information technology buyers in government
and Fortune 1000 enterprises. The acquisition of GTSI represents
the next step in expanding UNICOM’s ability to deliver world-class
IT products and services to enterprise customers.”
Transaction Details
Under the terms of the definitive agreement, a wholly-owned
subsidiary of UNICOM will commence a cash tender offer to acquire
GTSI’s outstanding shares of common stock at $7.75 per share. The
closing of the tender offer, which is expected to occur in the
second or early third quarter of 2012, is subject to customary
terms and conditions, including the tender of at least a majority
of GTSI’s shares (on a fully diluted basis) and regulatory
approvals including expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
definitive merger agreement provides for the parties to effect,
subject to customary conditions, a merger following the completion
of the tender offer, which will result in all shares not tendered
in the tender offer being converted into the right to receive $7.75
per share in cash. Upon completion of the merger, GTSI will become
a private company, wholly owned by UNICOM.
Under the terms of the definitive merger agreement, GTSI is
permitted to solicit alternative acquisition proposals from third
parties through June 6, 2012 and intends to consider any such
proposals. There can be no assurance that the solicitation of such
proposals will result in an alternative acquisition transaction. It
is not anticipated that any developments will be disclosed with
regard to this process unless the Company's Board of Directors
makes an affirmative decision to proceed with an alternative
acquisition proposal. In addition, GTSI may, at any time, subject
to the terms of the definitive merger agreement, respond to
unsolicited alternative acquisition proposals. The definitive
merger agreement also contains certain break-up fees payable to
UNICOM in connection with the termination of the definitive merger
agreement under certain circumstances.
GTSI’s largest shareholder, Linwood (Chip) Lacy, who is also a
director, a related entity, and another director have entered into
stockholder tender agreements in support of the transaction. Mr.
Lacy and such related entity beneficially own approximately 17% of
GTSI's common stock.
Raymond James & Associates, Inc. is acting as exclusive
financial advisor to GTSI. Holland & Knight, LLP is acting as
legal advisor to GTSI and its Board of Directors. Stout Risius
Ross, Inc. provided a fairness opinion to GTSI's Board of Directors
and the special committee.
GTSI Annual Meeting
As a result of entering into the definitive merger agreement,
GTSI is postponing its 2012 annual meeting of stockholders
indefinitely.
About GTSI Corp.
GTSI (NASDAQ: GTSI) is a leading provider of technology
solutions and professional services to federal, state and local
governments. Founded in 1983, the company has helped meet the
unique IT needs of more than 1,700 governmental agencies
nationwide. GTSI professionals draw on their deep knowledge,
strategic partnerships, customer service and more than 740 industry
certifications to guide agencies in selecting the most
cost-effective technology available. GTSI has extensive
capabilities and past performance in software development, data
center, networking, collaboration, security and cloud computing
solutions. In addition, GTSI's advanced engineering, integration,
support and financial services - and broad portfolio of contracts -
ease the planning, purchasing and deployment of solutions, and
facilitates the management of mission-critical IT throughout the
lifecycle. Headquartered in Herndon, Va., GTSI has approximately
450 employees. For more information visit the company's website at
www.gtsi.com.
About UNICOM Systems, Inc.
UNICOM® Systems, Inc., a division of the UNICOM group of
companies, is a global leader in providing innovative software and
solutions for the enterprise computing community. Through over
three decades of continued development and commitment, UNICOM has
redefined the economics and quality of automation for its
customers, delivering a new era of collaboration, data management,
data-warehousing, outsourcing, integration, communications and
commerce.
About The UNICOM® Group
www.unicomglobal.com
The UNICOM Group consists of twenty (20) entities with offices
in Los Angeles, Dallas, Boston, New Hampshire, New Jersey, Germany,
France, UK, Italy, Spain, Belgium and Switzerland. UNICOM focused
on acquiring and integrating mature and growing mid-cap NASDAQ and
London Stock Exchange AIM companies in the technology, financing,
real estate, and business services. UNICOM offers deep in-house
resources and flexible solutions to sellers worldwide, including
privatization, core-products consolidation, IT assets alignments,
management independence, integration matrix, and global business
strategy.
For more information about the UNICOM® group of companies please
go to
www.unicomglobal.com IBM mainframe
systems products
www.macro4.com Document management
solutions
www.softlanding.com IBM i software
products
www.eden.com ITPowerPac solutions
for Open Systems
www.illustro.com Internet
enablement products
www.iet-solutions.com IT services
management products
www.cics.com Outsourcing and
corporate procurement
Additional Information
The tender offer for the outstanding shares of GTSI has not yet
commenced. This announcement is not a recommendation, an offer to
purchase or a solicitation of an offer to sell shares of GTSI. At
the time the tender offer is commenced, UNICOM will file a tender
offer statement on Schedule TO with the Securities and Exchange
Commission, and GTSI will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer.
Investors and GTSI 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 GTSI’s stockholders at no expense to them. In
addition, at such time GTSI stockholders will be able to obtain
these documents for free from the Securities and Exchange
Commission’s website at www.sec.gov.
Forward Looking Statements: Except for historical
information, all of the statements, expectations, beliefs and
assumptions contained in the foregoing are "forward-looking
statements" that involve a number of risks and uncertainties. It is
possible that the assumptions made by management, including, but
not limited to, including, but not limited to the following:
uncertainties as to the timing of the tender offer and the merger;
uncertainties as to how many of GTSI’s stockholders will tender
their shares in the tender offer; the risk that competing offers
will be made and that GTSI will enter into an alternative
transaction; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including
regulatory approvals. In addition to the above factors, other
important factors that could cause actual events and results to
differ materially are discussed in the Company’s most recent annual
report on Form 10–K and included from time to time in other
documents filed by the Company with the Securities and Exchange
Commission. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements. All forward-looking statements speak only as of the
date hereof and GTSI undertakes no obligation to update such
forward-looking statements in the future except as required by
law.
GTSI and GTSI.com are registered trademarks of GTSI Corp. in the
U.S. and other countries. All trade names are the property of their
respective owners.
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