ATC Technology (ATAC) To Commence with GENCO Merger, Following "Go Shop" Period Expiration
ATC Technology Corporation (ATC) (Nasdaq: ATAC) today announced the expiration, at 11:59 P.M. (Eastern time) on August 17, 2010, of the "go-shop" period during which ATC was permitted to solicit alternative proposals to its proposed merger with GENCO Distribution System, Inc., (GENCO) a privately held third-party provider of logistics services for retailers, manufacturers, and U.S. government agencies.
On July 18, 2010, ATC entered into a definitive agreement and plan of merger (the "merger agreement") to be acquired by GENCO. During the "go-shop" period, under the terms of the merger agreement, ATC was permitted to, among other things, initiate, solicit, and encourage, and to enter into and maintain or participate in discussions and negotiations with respect to alternative acquisition proposals regarding ATC. The "go-shop" process was led by ATC's financial advisor, Robert W. Baird & Co. Incorporated (Baird) and included active participation by ATC and its legal counsel, Gibson, Dunn & Crutcher LLP.
During the "go-shop" period, Baird contacted over 100 potential buyers, including both strategic parties and financial sponsor firms. Of the parties contacted, 14 entered into confidentiality agreements and reviewed certain nonpublic information regarding ATC. Despite the extensive efforts of ATC and its advisors during the "go-shop" period, the process did not result in any party being designated an Excluded Party, as defined in the merger agreement, with whom merger discussions may continue.
Commenting on the expiration of the "go-shop" period, Todd R. Peters, President and CEO of ATC said, "Having now concluded our 30-day "go-shop" period, the board of directors of ATC is fully satisfied that it has concluded a thorough and rigorous process designed to deliver the maximum available consideration to the ATC stockholders for their shares. The ATC board continues to believe that the merger with GENCO is the best transaction available to ATC and is in the best interest of our stockholders, customers and employees, and the ATC board continues unanimously to recommend the merger to our stockholders for their approval."
ATC is working with GENCO to complete the merger pursuant to the merger agreement in a timely manner and expects the merger to close during the fourth quarter of 2010. However, consummation of the merger remains subject to receipt of the approval of ATC's stockholders, required regulatory approvals, completion of GENCO's financing, and satisfaction of other customary closing conditions. On August 4, 2010, ATC and GENCO both filed for Hart-Scott-Rodino regulatory approval.
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On July 18, 2010, ATC entered into a definitive agreement and plan of merger (the "merger agreement") to be acquired by GENCO. During the "go-shop" period, under the terms of the merger agreement, ATC was permitted to, among other things, initiate, solicit, and encourage, and to enter into and maintain or participate in discussions and negotiations with respect to alternative acquisition proposals regarding ATC. The "go-shop" process was led by ATC's financial advisor, Robert W. Baird & Co. Incorporated (Baird) and included active participation by ATC and its legal counsel, Gibson, Dunn & Crutcher LLP.
During the "go-shop" period, Baird contacted over 100 potential buyers, including both strategic parties and financial sponsor firms. Of the parties contacted, 14 entered into confidentiality agreements and reviewed certain nonpublic information regarding ATC. Despite the extensive efforts of ATC and its advisors during the "go-shop" period, the process did not result in any party being designated an Excluded Party, as defined in the merger agreement, with whom merger discussions may continue.
Commenting on the expiration of the "go-shop" period, Todd R. Peters, President and CEO of ATC said, "Having now concluded our 30-day "go-shop" period, the board of directors of ATC is fully satisfied that it has concluded a thorough and rigorous process designed to deliver the maximum available consideration to the ATC stockholders for their shares. The ATC board continues to believe that the merger with GENCO is the best transaction available to ATC and is in the best interest of our stockholders, customers and employees, and the ATC board continues unanimously to recommend the merger to our stockholders for their approval."
ATC is working with GENCO to complete the merger pursuant to the merger agreement in a timely manner and expects the merger to close during the fourth quarter of 2010. However, consummation of the merger remains subject to receipt of the approval of ATC's stockholders, required regulatory approvals, completion of GENCO's financing, and satisfaction of other customary closing conditions. On August 4, 2010, ATC and GENCO both filed for Hart-Scott-Rodino regulatory approval.
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