COLUMBIA, Md., Oct. 22,
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 wished to thank all of its stockholders who
have already voted overwhelmingly in favor of its merger
with an affiliate of Pelican Energy Partners ("Pelican") in an
all-cash transaction (the "Merger"). Following the amendment to
increase merger consideration, GSE now reminds stockholders that,
under the terms of the amended merger agreement, which was
unanimously approved by the board of the directors of GSE, Pelican
will acquire all the outstanding shares of GSE for an estimated
total cash consideration of $4.60
per share.
Reasons for VOTING FOR THE MERGER include, but are not
limited to:
- the fact that the per share price represents a premium of
approximately 69% over the closing price of GSE common
stock as of August 7, 2024, the last
trading day on NASDAQ prior to public announcement of the merger
agreement;
- the fact that the per share price represents a premium of
approximately 29% over the average 30-day volume
weighted average price per share as of August 7, 2024, the last trading day on NASDAQ
prior to public announcement of the merger agreement; and
- Pelican is an independent third party buyer and the merger is
an arms-length transaction that will maximize value for
stockholders.
In continuing to recommend the Merger, the GSE Board of
Directors also considered available alternatives and found those
options inferior because, among other reasons:
- while the tailwinds for nuclear industry are apparent, capital
spend within the industry is moving at very slow pace;
- Management has expressed that substantial doubt exists for the
Company to continue as a going concern at fiscal year-end 2023,
2022, 2020 and 2019 and, IF THE MERGER IS NOT APPROVED, THE
BOARD OF DIRECTORS BELIEVES THAT SUBSTANTIAL DOUBT WILL CONTINUE TO
EXIST FOR GSE TO CONTINUE AS A GOING CONCERN;
- GSE cannot obtain performance bonds given its financial
position and, therefore, is at a competitive disadvantage to its
competitors;
- The Merger Agreement with Pelican followed two
robust auction processes where hundreds of participants were
involved – notably, not a single one of those participants
from the 2019-2020 auction process (286 potential bidders and 143
parties received confidential information) or the 2023 auction
process (116 potential bidders and 60 parties received confidential
information) has reemerged with a competing Takeover
Proposal;
- GSE has failed to meet internal goals and projections in each
of FY 2022 and FY 2023 resulting in the payment of ZERO dollars in
bonuses to senior management;
- To conserve cash, GSE's prior Chief Executive Officer agreed to
receive nearly 90% of his compensation from June 2023 to May
2024 in shares of stock;
- GSE negotiated an interest-only, one-year term loan from an
affiliate of Pelican Energy Partners because (i) absent prepayment
of the prior convertible promissory note, GSE anticipated
significant dilution of its stockholders through the merger date;
and (ii) GSE lacked the ability to make cash payments to the note
holder to support the debt during that time;
- Despite lean staffing, GSE incurs annual public-company
costs in excess of $2,100,000 or
approximately 4.66% of revenue in 2023 alone;
- GSE is required to cash collateralize project-based letters of
credit, resulting in restricted cash in excess of one million dollars; and
- GSE anticipates that material suppliers and vendors will
require prepayment for goods and services in light of GSE's going
concern status and payment history.
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.