COLUMBIA, Md., Oct. 16,
2024 /PRNewswire/ -- GSE Solutions ("GSE
Systems, Inc." or "GSE") (Nasdaq: GVP), a leader in advanced
engineering solutions that supports the future of clean-energy
production and decarbonization initiatives of the power industry,
announced today that leading independent proxy advisory firm
Institutional Shareholder Services, Inc. ("ISS") recommended
that GSE shareholders vote "FOR": (1) the approval of the
Agreement and Plan of Merger, dated as of August 8, 2024 (the "Merger Agreement"),
by and between GSE, Nuclear Engineering Holdings LLC, and Gamma
Nuclear Merger Sub LLC (the "Merger Proposal"); and (2) the
approval, on a non-binding, advisory basis, of the compensation
that may become payable to GSE's named executive officers in
connection with the merger.
In its October 4, 2024 report, ISS
noted:1
- After obtaining $4.10 in
cash at an approximately 50% premium to the unaffected
market value of GSE stock, "[t]he cash form of consideration
provides shareholders with liquidity and certainty of
value. "
- After contacting 116 parties and running an arms-length auction
process, "[t]he board appears to have conducted a reasonably
thorough sales process, which was reinitiated following an
unsolicited offer by a third party."
1 Permission to use quotes neither
sought nor obtained.
Kathryn O'Connor Gardner, Chair
of the Board of GSE, stated, "The Board is pleased that ISS
recognizes that this outcome is in the best interest of GSE
shareholders. The Board is even more pleased that, of the proxies
received to date, approximately 97% of shareholders see it the same
way."
SPECIAL MEETING OF
STOCKHOLDERS
OCTOBER 25,
2024 at 11 am
ET
www.virtualshareholdermeeting.com/GVP2024SM
Vote Your Shares Today
If you have any questions, or need assistance in
voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at (877) 750-5837 (from the U.S. and
Canada)
or at +1 (412) 232-3651 (from other countries)
ABOUT GSE SOLUTIONS
Proven by more than 50 years of experience in the nuclear power
industry, GSE knows what it takes to help customers deliver
carbon-free electricity safely and reliably. Today, GSE Solutions
leverages top talent, expertise, and technology to help energy
facilities achieve next-level power plant performance. GSE's
advanced Engineering offer highly specialized training, engineering
design, program compliance, and simulation to that reduce risk and
optimize plant operations. With more than 1,100 installations and
hundreds of customers in over 50 countries, GSE delivers
operational excellence. www.gses.com
Additional Information About the Proposed Transaction and
Where to Find It
More detailed and updated information regarding the merger is
set forth in the Definitive Proxy Statement filed with the SEC and
mailed to stockholders on September 16,
2024. GSE stockholders can obtain a free copy of the
Definitive Proxy Statement, as well as other filings containing
information about GSE, without charge, at the SEC's website
(www.sec.gov). Copies of the Definitive Proxy Statement and the
filings with the SEC incorporated by reference therein can also be
obtained, without charge, by directing a request to GSE's Corporate
Secretary at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046 (telephone: (410)
970-7800). The Company maintains an internet site at
www.gses.com.
BEFORE MAKING ANY VOTING DECISION, GSE STOCKHOLDERS ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC,
INCLUDING THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER.
Participants in the Solicitation of Proxies
The Company and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding
GSE's directors and executive officers is available in GSE's
definitive proxy statement for its 2024 annual meeting of
stockholders, which was filed with the SEC on May 24, 2024, the Company's Annual Report on Form
10-K/A for the year ended December 31,
2023, which was filed with the SEC on April 2, 2024 (as amended on April 2, 2024, and April
29, 2024), and in other documents filed by the Company with
the SEC. These documents can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the Definitive Proxy Statement and other
relevant materials to be filed with the SEC in connection with the
proposed transaction when they become available. Free copies of the
Definitive Proxy Statement and such other materials may be obtained
as described in the preceding paragraph. Investors should read the
Definitive Proxy Statement carefully before making any voting or
investment decisions.
Forward-Looking Statements and Information
This communication contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements are
often identified by the use of words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "plan," "project," "will," "would" or the negative or plural
of these words or similar expressions or variations.
Forward-looking statements are made based upon management's current
expectations and beliefs and are not guarantees of future
performance. Such forward-looking statements are subject to a
number of risks, uncertainties, assumptions and other factors that
could cause actual results and the timing of certain events to
differ materially from future results expressed or implied by the
forward-looking statements. These factors include, among others:
completion of the Merger is subject to various risks and
uncertainties related to, among other things, its terms, timing,
structure, benefits, costs and completion; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement; risks related to the
disruption of management's attention from GSE's ongoing business
operations due to the Merger; and other risks set forth under the
heading "Risk Factors," of our Annual Report on Form 10-K for the
year ended December 31, 2023 and in
our subsequent filings with the SEC. You should not rely upon
forward-looking statements as predictions of future events.
Furthermore, such forward-looking statements speak only as of the
date of this report. Our actual results could differ materially
from the results described in or implied by such forward looking
statements. Forward-looking statements speak only as of the date
hereof, and, except as required by law, we undertake no obligation
to update or revise these forward-looking statements.
Media Contact
Sunny
DeMattio
GSE Solutions
Director of Marketing & Communications
sunny.demattio@gses.com
Direct: +1 410.970.7931
Investor Contact
Adam
Lowensteiner
Vice President
Lytham Partners
gvp@lythampartners.com
Direct: +1 646.829.9702
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SOURCE GSE Systems, Inc.