May 6, 2012 - 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.”
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,GTSIwill 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.
Mr. Russ Guzzo
The UNICOM Systems technology division delivers world-class CICS automation and z/OS and z/VM software solutions to IBM Z customers globally, integration services and solutions to commercial and government organizations, and application development tools for Linux/Unix and Windows customers.
UNICOM's flagship product, AUTOMON/CICS, is an award winning solution which powers some of the largest CICS installations worldwide. Today UNICOM Systems offers dozens of mission-critical solutions for a variety of platforms in several categories including Performance Management, Application Lifecycle Management, Storage and Security Management, Application Development and Application Modernization.
UNICOM Global consists of more than fifty (50) corporate entities encompassing a wide range of businesses across all geographic regions. With its corporate headquarters in Los Angeles, California, to offices in Illinois, Kentucky, Florida, Massachusetts, Maryland, Minnesota, New Hampshire, North Carolina, New Jersey, Texas and Virginia, throughout EMEA in the UK, Ireland, Germany, France, Italy, Spain, Denmark, Belgium, Switzerland and the UAE, and across Asia/Pacific with locations in Japan, China, India, Australia, Korea, Thailand, Taiwan and the Philippines.
UNICOM Global offers deep in-house resources and flexible IT solutions to our partners worldwide. UNICOM Global focuses on acquiring and integrating mature and growing mid-cap NASDAQ, London Stock Exchange AIM and German publicly-traded companies in technology, financing, IT, real estate, and business services. Please visit our websites for additional information about the services, products and solutions that UNICOM Global offers:
UNICOM Global - Assets, capital and investment management
UNICOM Systems - IBM Mainframe software products
UNICOM Government (formerly NASDAQ: GTSI) - Government IT solutions
UNICOM Engineering (formerly NASDAQ: NEI) Appliance platform
UNICOM Science and Technology Parks
UNICOM Technology Park – Innovation Labs in Virginia
UNICOM Science and Technology Park – Innovation Labs in New Jersey
UNICOM Capital - Business and Financial Services
USRobotics - Data communications products
Memeo - Enterprise-grade Secure File Sharing for the Cloud
Firetide - Wireless technology solutions for security and transportation
DETEC - Document composition products
SoftLanding Systems - IBM i software products
Macro 4 (formerly LONDON: MAO) - Document Management products
illustro - z/OS and z/VSE software products
iET Solutions - ITSM software products
Eden - Mergers & Acquisitions, Business & Financial Services, and Real Estate
CICS.com - Hardware, Software, Outsourcing and Professional Services
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