COLUMBIA, Md., Oct. 21,
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 it has entered into an amendment to the merger agreement with
an affiliate of Pelican Energy Partners, which was previously
announced on August 8, 2024. Pursuant
to the amended merger agreement, GSE's common stock outstanding
immediately prior to the effective time of the merger will be
converted into the right to receive $4.60 per share in cash. This represents an
increase of approximately 12.2% over the $4.10 of per share merger consideration
previously agreed to by GSE and Pelican. In addition, the new per
share merger consideration represents a premium of approximately
69% over the closing price of the GSE common stock as of
August 7, 2024, the last trading day
on NASDAQ prior to public announcement of the merger agreement and
a premium of approximately 29% over the average 30-day volume
weighted average price as of such date.
GSE also announced that, as of October
18, 2024, the Company held proxies representing 1,733,340
shares of stock (49.93% of the issued and outstanding shares)
FOR the Merger. The Board of Directors encourages all
remaining stockholders to vote FOR the MERGER. As part of the
amended merger agreement, GSE and Pelican agreed that GSE would
adjourn the special meeting of GSE stockholders to October 29, 2024 at 9
a.m. Eastern Time via live webcast on the Internet at
www.virtualshareholdermeeting.com/GVP2024SM. The record date
remains September 16, 2024.
The GSE Board of Directors Encourages ALL
Stockholders to
VOTE FOR the Merger
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 information regarding the merger is set forth in
the Definitive Proxy Statement filed with the SEC and mailed to
stockholders on September 16, 2024,
as further supplemented. 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
GSE 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, GSE'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 GSE 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.